Exhibit
4.1


 




 





LAZY DAYS’ R.V. CENTER, INC.,


 


as Issuer


 


113⁄4% Senior Notes due 2012


 












 


INDENTURE


 


Dated as of May 14, 2004


 












 


The Bank of New York,

as Trustee




 





 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.3, 7.8, 7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.5

  
	
   

  	
  (b)

  	
   

  	
  11.3

  
	
   

  	
  (c)

  	
   

  	
  11.3

  
	
  313

  	
  (a)

  	
   

  	
  7.6

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.6

  
	
   

  	
  (c)

  	
   

  	
  7.6, 11.2

  
	
  314

  	
  (a)

  	
   

  	
  4.3, 4.4

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  11.4

  
	
   

  	
  (c)(2)

  	
   

  	
  11.4

  
	
   

  	
  (c)(3)

  	
   

  	
  11.4

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  11.5

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.2

  
	
   

  	
  (b)

  	
   

  	
  7.5, 11.2

  
	
   

  	
  (c)

  	
   

  	
  7.1

  
	
   

  	
  (d)

  	
   

  	
  7.1

  
	
   

  	
  (e)

  	
   

  	
  6.12

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
  2.9

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.5

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.4

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.7

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.8

  
	
   

  	
  (a)(2)

  	
   

  	
  6.10

  
	
   

  	
  (b)

  	
   

  	
  2.4

  
	
  318

  	
  (a)

  	
   

  	
  11.1

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  11.1

  



 


N.A. means not applicable.


 


 












*                                         This
Cross-Reference Table shall not, for any purpose, be deemed a part of the
Indenture.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions.

  	
   

  
	
  Section 1.2.

  	
  Other Definitions.

  	
   

  
	
  Section 1.3.

  	
  Incorporation by Reference of Trust Indenture
  Act.

  	
   

  
	
  Section 1.4.

  	
  Rules of Construction.

  	
   

  
	
  Section 1.5.

  	
  Acts of Holders.

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE
  NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Form and Dating.

  	
   

  
	
  Section 2.2.

  	
  Execution and Authentication.

  	
   

  
	
  Section 2.3.

  	
  Registrar and Paying Agent.

  	
   

  
	
  Section 2.4.

  	
  Paying Agents to Hold Money in Trust.

  	
   

  
	
  Section 2.5.

  	
  Holder Lists.

  	
   

  
	
  Section 2.6.

  	
  Transfer and Exchange.

  	
   

  
	
  Section 2.7.

  	
  Replacement Notes.

  	
   

  
	
  Section 2.8.

  	
  Outstanding
  Notes.

  	
   

  
	
  Section 2.9.

  	
  Treasury Notes.

  	
   

  
	
  Section 2.10.

  	
  Temporary Notes.

  	
   

  
	
  Section 2.11.

  	
  Cancellation.

  	
   

  
	
  Section 2.12.

  	
  Defaulted Interest.

  	
   

  
	
  Section 2.13.

  	
  Persons Deemed Owners.

  	
   

  
	
  Section 2.14.

  	
  CUSIP Numbers.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  REDEMPTION AND REPURCHASE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Notices to Trustee.

  	
   

  
	
  Section 3.2.

  	
  Selection of Notes.

  	
   

  
	
  Section 3.3.

  	
  Notice of Optional Redemption.

  	
   

  
	
  Section 3.4.

  	
  Effect of Notice of Redemption.

  	
   

  
	
  Section 3.5.

  	
  Deposit of Redemption Price or
  Purchase Price.

  	
   

  
	
  Section 3.6.

  	
  Notes Redeemed or Repurchased in Part.

  	
   

  
	
  Section 3.7.

  	
  Optional Redemption.

  	
   

  
	
  Section 3.8.

  	
  Optional Redemption upon Equity
  Offerings.

  	
   

  



 


i

















 


	
  Section 3.9.

  	
  Repurchase upon Change of Control
  Offer.

  	
   

  
	
  Section 3.10.

  	
  Repurchase upon Application of Excess
  Proceeds.

  	
   

  
	
  Section 3.11.

  	
  Repurchase of Notes at the Option of
  the Holder from Free Cash Flow.

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 4.1.

  	
  Payment of Principal and Interest.

  	
   

  
	
  Section 4.2.

  	
  Maintenance of Office or Agency.

  	
   

  
	
  Section 4.3.

  	
  Reports to Holders.

  	
   

  
	
  Section 4.4.

  	
  Compliance Certificate.

  	
   

  
	
  Section 4.5.

  	
  Taxes.

  	
   

  
	
  Section 4.6.

  	
  Stay, Extension and Usury Laws.

  	
   

  
	
  Section 4.7.

  	
  Limitation on Restricted Payments.

  	
   

  
	
  Section 4.8.

  	
  Limitation on Dividend and Other
  Payment Restrictions Affecting Subsidiaries.

  	
   

  
	
  Section 4.9.

  	
  Limitation on Incurrence of Additional
  Indebtedness.

  	
   

  
	
  Section 4.10.

  	
  Limitation on Asset Sales.

  	
   

  
	
  Section 4.11.

  	
  Limitations on Transactions with
  Affiliates.

  	
   

  
	
  Section 4.12.

  	
  Limitation on Liens.

  	
   

  
	
  Section 4.13.

  	
  Continued Existence.

  	
   

  
	
  Section 4.14.

  	
  Insurance Matters.

  	
   

  
	
  Section 4.15.

  	
  Offer to Repurchase upon Change of
  Control.

  	
   

  
	
  Section 4.16.

  	
  Payments for Consent.

  	
   

  
	
  Section 4.17.

  	
  Limitation on Preferred Stock of
  Restricted Subsidiaries.

  	
   

  
	
  Section 4.18.

  	
  Guarantees by Restricted
  Subsidiaries.

  	
   

  
	
  Section 4.19.

  	
  Conduct of Business.

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  SUCCESSORS

  	
   

  
	
   

  	
   

  
	
  Section 5.1.

  	
  Merger, Consolidation and Sale of
  Assets.

  	
   

  
	
  Section 5.2.

  	
  Successor Corporation Substituted.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  DEFAULTS
  AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Events of Default.

  	
   

  
	
  Section 6.2.

  	
  Acceleration.

  	
   

  
	
  Section 6.3.

  	
  Other Remedies.

  	
   

  



 


ii

















 


	
  Section 6.4.

  	
  Waiver of Existing Defaults.

  	
   

  
	
  Section 6.5.

  	
  Control by Majority.

  	
   

  
	
  Section 6.6.

  	
  Limitation on Suits.

  	
   

  
	
  Section 6.7.

  	
  Rights of Holders of Notes to Receive
  Payment.

  	
   

  
	
  Section 6.8.

  	
  Collection Suit by Trustee.

  	
   

  
	
  Section 6.9.

  	
  Notice.

  	
   

  
	
  Section 6.10.

  	
  Trustee May File Proofs of Claim.

  	
   

  
	
  Section 6.11.

  	
  Priorities.

  	
   

  
	
  Section 6.12.

  	
  Undertaking for Costs.

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.1.

  	
  Duties of Trustee.

  	
   

  
	
  Section 7.2.

  	
  Rights of Trustee.

  	
   

  
	
  Section 7.3.

  	
  Individual Rights of Trustee.

  	
   

  
	
  Section 7.4.

  	
  Trustee’s Disclaimer.

  	
   

  
	
  Section 7.5.

  	
  Notice of Defaults.

  	
   

  
	
  Section 7.6.

  	
  Reports by Trustee to Holder of the
  Notes.

  	
   

  
	
  Section 7.7.

  	
  Compensation, Reimbursement and
  Indemnity.

  	
   

  
	
  Section 7.8.

  	
  Replacement of Trustee.

  	
   

  
	
  Section 7.9.

  	
  Successor Trustee by Merger, Etc.

  	
   

  
	
  Section 7.10.

  	
  Eligibility; Disqualification.

  	
   

  
	
  Section 7.11.

  	
  Preferential Collection of Claims
  Against Company.

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  LEGAL
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 8.1.

  	
  Option to Effect Legal Defeasance or
  Covenant Defeasance.

  	
   

  
	
  Section 8.2.

  	
  Legal Defeasance and Discharge.

  	
   

  
	
  Section 8.3.

  	
  Covenant Defeasance.

  	
   

  
	
  Section 8.4.

  	
  Conditions to Legal or Covenant
  Defeasance.

  	
   

  
	
  Section 8.5.

  	
  Deposited Money and
  U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
  Provisions.

  	
   

  
	
  Section 8.6.

  	
  Repayment to the Company.

  	
   

  
	
  Section 8.7.

  	
  Reinstatement.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  AMENDMENT, SUPPLEMENT AND
  WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Without Consent of Holders of Notes.

  	
   

  



 


iii

















 


	
  Section 9.2.

  	
  With Consent of Holders of Notes.

  	
   

  
	
  Section 9.3.

  	
  Compliance with Trust Indenture Act.

  	
   

  
	
  Section 9.4.

  	
  Revocation and Effect of Consents.

  	
   

  
	
  Section 9.5.

  	
  Notation on or Exchange of Notes.

  	
   

  
	
  Section 9.6.

  	
  Trustee to Sign Amendment, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Satisfaction and Discharge.

  	
   

  
	
  Section 10.2.

  	
  Application of Trust.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
  Trust Indenture Act Controls.

  	
   

  
	
  Section 11.2.

  	
  Notices.

  	
   

  
	
  Section 11.3.

  	
  Communication by Holders of Notes with
  Other Holders of Notes.

  	
   

  
	
  Section 11.4.

  	
  Certificate and Opinion as to Conditions
  Precedent.

  	
   

  
	
  Section 11.5.

  	
  Statements Required in Certificate or
  Opinion.

  	
   

  
	
  Section 11.6.

  	
  Rules by Trustee and Agents.

  	
   

  
	
  Section 11.7.

  	
  No Personal Liability of Directors,
  Officers, Employees and Stockholders.

  	
   

  
	
  Section 11.8.

  	
  Governing Law; Submission to Jurisdiction;
  Waiver of Jury Trial.

  	
   

  
	
  Section 11.9.

  	
  No Adverse Interpretation of Other
  Agreements.

  	
   

  
	
  Section 11.10.

  	
  Successors.

  	
   

  
	
  Section 11.11.

  	
  Severability.

  	
   

  
	
  Section 11.12.

  	
  Counterpart Originals.

  	
   

  
	
  Section 11.13.

  	
  Table of Contents, Headings, Etc.

  	
   

  
	
  Section 11.14.

  	
  Qualification of Indenture.

  	
   

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Series A Note

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  Form of Series B Note

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit C(1)

  	
  Form of Regulation S Certification

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit C(2)

  	
  Form of Certificate to Be Delivered upon
  Exchange or Registration of Transfer of Notes

  	
   

  
				



 


iv

















 


	
  Exhibit D

  	
  Form of Certificate to Be Delivered in
  Connection with Transfers to Non-QIB Accredited Investors

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit E

  	
  Form of Certificate to Be Delivered in
  Connection with Transfers Pursuant to Regulation S

  	
   

  



 


v

















 


INDENTURE


 


INDENTURE dated as of May
14, 2004 between Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”)
and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).


 


Each party agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders (as defined below) of the Company’s 113⁄4% Senior Notes
due 2012:


 


ARTICLE I


 


DEFINITIONS AND
INCORPORATION BY REFERENCE


 


Section 1.1.                                                      Definitions.


 


“Accredited Investors”
means institutional accredited investors as defined in Rule 501(a)(1), (2),
(3), (5) or (7) under the Securities Act.


 


“Acquired Indebtedness”
means Indebtedness of a Person or any of its Subsidiaries existing at the time
such Person becomes a Restricted Subsidiary of the Company or at the time it
merges or consolidates with or into the Company or any of its Subsidiaries or
assumed in connection with the acquisition of assets from such Person and in
each case not incurred by such Person in connection with, or in anticipation or
contemplation of, such Person becoming a Restricted Subsidiary of the Company
or such acquisition, merger or consolidation.


 


“Additional Interest”
means all additional interest then owing pursuant to Section 4 of the
Registration Rights Agreement.


 


“Additional Notes”
means 113⁄4% Senior Notes due 2012 issued after the Issue Date pursuant to
Article II and in compliance with Section 4.9 hereof.


 


“Affiliate” means,
with respect to any specified Person, any other Person who directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person.  The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative of the foregoing. 
Notwithstanding the foregoing, no Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Entity makes an Investment in
connection with a


 

















 


Qualified Receivables
Transaction shall be deemed to be an Affiliate of the Company or any of its
Subsidiaries solely by reason of such Investment.


 


“Affiliate Transaction”
has the meaning set forth in Section 4.11 hereof.


 


“Agent” means any
Registrar, Paying Agent or co-registrar.


 


“Applicable Filing
Date” has the meaning assigned to such term in Section 3.11 hereof.


 


“Asset Acquisition”
means (1) an Investment by the Company or any Restricted Subsidiary of the
Company in any other Person pursuant to which such Person shall become a
Restricted Subsidiary of the Company or any Restricted Subsidiary of the
Company, or shall be merged with or into the Company or any Restricted
Subsidiary of the Company, (2) any designation of an Unrestricted Subsidiary as
a Restricted Subsidiary or (3) the acquisition by the Company or any Restricted
Subsidiary of the Company of the assets of any Person (other than a Restricted
Subsidiary of the Company) which constitute all or substantially all of the
assets of such Person or comprise any division or line of business of such
Person or any other properties or assets of such Person other than in the
ordinary course of business.


 


“Asset Sale” means
any direct or indirect sale, issuance, conveyance, transfer, lease (other than
operating leases entered into in the ordinary course of business), assignment
or other transfer for value outside the ordinary course of business by the
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of
the Company of:  (1) any Capital Stock
of any Restricted Subsidiary of the Company; or (2) any other property or
assets of the Company or any Restricted Subsidiary of the Company other than in
the ordinary course of business; provided, however, that asset
sales or other dispositions shall not include: 
(a) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $2.5 million; (b) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of the Company as permitted
under Article V; (c) any Restricted Payment permitted by Section 4.7
hereof or any Permitted Investment; (d) the sale or discount, in each case
without recourse, of accounts receivable arising in the ordinary course of
business, but only in connection with the compromise or collection thereof; (e)
foreclosures on assets; (f) the licensing of intellectual property; (g)
disposals or replacements of obsolete or worn out equipment; (h) any sale or
other disposition of Receivables and Related Assets pursuant to a Qualified
Receivables Transaction; and (i) transfers of Receivables and Related Assets
(for a fractional undivided interest therein) by a Receivables Entity pursuant
to a Qualified Receivables Transaction.


 


“Bankruptcy Law”
means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.


 


2

















 


“Board of Directors”
means, as to any Person, the board of directors (or similar governing body) of
such Person or any duly authorized committee thereof.


 


“Board Resolution”
means, with respect to any Person, a copy of a resolution certified by the
Secretary or an Assistant Secretary of such Person to have been duly adopted by
the Board of Directors of such Person and to be in full force and effect on the
date of such certification, and delivered to the Trustee.


 


“Borrowing Base”
means, as of any date, an amount equal to the sum of


 


(a)                                  80%
of the aggregate book value of all accounts receivable of the Company and its
Restricted Subsidiaries not sold to a Receivables Entity; plus


 


(b)                                 65%
of the aggregate book value of all inventory owned by the Company and its
Domestic Restricted Subsidiaries (other than inventory designated by the
Company as being included in the Floor Plan Borrowing Base);


 


all calculated on a
consolidated basis and in accordance with GAAP.


 


“BRS Group” means
Bruckmann, Rosser, Sherrill & Co. and its Affiliates.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial
banking institutions (including, without limitation, the Federal Reserve
System) or the Corporate Trust Office of the Trustee are authorized or required
by law to close in New York City.


 


“Capital Stock”
means


 


(a)                                  with
respect to any Person that is a corporation, any and all shares, interests,
participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of Common Stock and Preferred
Stock of such Person, and all options, warrants or other rights to purchase or
acquire any of the foregoing; and


 


(b)                                 with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person, and all options, warrants
or other rights to purchase or acquire any of the foregoing.


 


“Capitalized Lease
Obligation” means, as to any Person, the obligations of such Person under a
lease that are required to be classified and accounted for as capital lease
obligations under GAAP and, for purposes of this definition, the amount of such
obligations at any date shall be the capitalized amount of such obligations at
such date, determined in accordance with GAAP.


 


3

















 


“Carryover Amount”
has the meaning assigned to such term in Section 3.11 hereof.


 


“Cash Equivalents”
means:


 


(a)                                  marketable
direct obligations issued by, or unconditionally guaranteed by, the United
States Government or issued by any agency thereof and backed by the full faith
and credit of the United States, in each case maturing within one year from the
date of acquisition thereof;


 


(b)                                 marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition thereof and, at the time
of acquisition, having one of the two highest ratings obtainable from either
S&P or Moody’s;


 


(c)                                  commercial
paper maturing no more than one year from the date of creation thereof and, at
the time of acquisition, having a rating of at least A-1 from S&P or at
least P-1 from Moody’s;


 


(d)                                 certificates
of deposit or bankers’ acceptances maturing within one year from the date of
acquisition thereof issued by any lender party to the Credit Agreement or any
bank organized under the laws of the United States of America or any state
thereof or the District of Columbia or any U.S. branch of a foreign bank having
at the date of acquisition thereof combined capital and surplus of not less
than $250.0 million;


 


(e)                                  repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clause (1) above entered into with any bank meeting
the qualifications specified in clause (4) above; and


 


(f)                                    investments
in money market funds which invest substantially all their assets in securities
of the types described in clauses (1) through (5) above.


 


“Certificated Notes”
means, collectively, the U.S. Certificated Notes and the Offshore Certificated
Notes.


 


“Change of Control”
means the occurrence of one or more of the following events:


 


(a)                                  any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company
to any Person or group of related Persons for purposes of Section 13(d) of
the Exchange Act


 


4

















 


(a “Group”) (whether
or not otherwise in compliance with the provisions of this Indenture) other
than to the Permitted Holders;


 


(b)                                 the
approval by the holders of Capital Stock of the Company of any plan or proposal
for the liquidation or dissolution of the Company or Holdings, as the case may
be (whether or not otherwise in compliance with the provisions of this
Indenture);


 


(c)                                  any
Person or Group (other than the Permitted Holders and any entity formed for the
purpose of owning Capital Stock of the Company) shall become the owner,
directly or indirectly, beneficially or of record, of shares representing more
than 50% of the aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of the Company; or


 


(d)                                 the
replacement of a majority of the Board of Directors of the Company over a
two-year period from the directors who constituted the Board of Directors of
the Company at the beginning of such period, and such replacement shall not
have been approved by a vote of at least a majority of the Board of Directors
of the Company then still in office who either were members of such Board of
Directors at the beginning of such period or whose election as a member of such
Board of Directors was previously so approved or by the Permitted Holders.


 


“Change of Control
Offer” has the meaning set forth in Section 4.15 hereof.


 


“Change of Control
Payment Date” has the meaning set forth in Section 3.9(b) hereof.


 


“Clearstream”
shall mean Clearstream Banking, Société Anonyme, Luxembourg.


 


“Commission” means
the Securities and Exchange Commission.


 


“Common Stock” of
any Person means any and all shares, interests or other participations in, and
other equivalents (however designated and whether voting or non-voting) of,
such Person’s common stock, whether outstanding on the Issue Date or issued
after the Issue Date, and includes, without limitation, all series and classes
of such common stock.


 


“Company” means
Lazy Days’ R.V. Center, Inc., a Florida corporation, until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter means such successor Person.


 


5

















 


“Comparable Treasury
Issue” means the United States treasury security selected by an Independent
Investment Bank as having a maturity comparable to the remaining term of the
Notes that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of suchNotes.  “Independent Investment Bank” means
one of the Reference Treasury Dealers appointed by the Company.


 


“Comparable Treasury
Price” means, with respect to any redemption date:


 


(1)                                  the
average of the bid and ask prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the most recently published
statistical release designated “H.15(519)” (or any successor release) published
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” or


 


(2)                                  if
such release (or any successor release) is not published or does not contain
such prices on such business day, the average of the Reference Treasury Dealer
Quotations for such redemption date.


 


“Consolidated EBITDA”
means, with respect to any Person, for any period, the sum (without
duplication) of:


 


(a)                                  Consolidated
Net Income; and


 


(b)                                 to
the extent Consolidated Net Income has been reduced thereby,


 


(A)                              all
income taxes of such Person and its Restricted Subsidiaries, paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses or taxes attributable to
sales or dispositions outside the ordinary course of business);


 


(B)                                Consolidated
Interest Expense; and


 


(C)                                Consolidated
Noncash Charges less any non-cash items increasing Consolidated Net Income for
such period other than the accrual of revenue in the ordinary course of
business and reversals of prior accruals or reserves for cash items previously
excluded in the calculation of Consolidated Noncash Charges, all as determined
on a consolidated basis for such Person and its Restricted Subsidiaries in
accordance with GAAP.


 


6

















 


“Consolidated Fixed
Charge Coverage Ratio” means, with respect to any Person, the ratio of
Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four
Quarter Period”) ending prior to the date of the transaction giving rise to
the need to calculate the Consolidated Fixed Charge Coverage Ratio for which
financial statements are available (the “Transaction Date”) to
Consolidated Fixed Charges of such Person for the Four Quarter Period.  In addition to and without limitation of the
foregoing, for purposes of this definition, “Consolidated EBITDA” and
“Consolidated Fixed Charges” shall be calculated after giving effect on a pro
forma basis for the period of such calculation to:


 


(a)                                  the
incurrence or repayment of any Indebtedness of such Person or any of its
Restricted Subsidiaries (and the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or repayment of
other Indebtedness (and the application of the proceeds thereof), other than
the incurrence or repayment of Indebtedness in the ordinary course of business
for working capital purposes pursuant to working capital facilities, occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date, as if such
incurrence or repayment, as the case may be (and the application of the
proceeds thereof), occurred on the first day of the Four Quarter Period; and


 


(b)                                 any
asset sales or other dispositions or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness and also including any Consolidated EBITDA (including any pro
forma expense and cost reductions calculated on a basis consistent with
Regulation S-X under the Exchange Act) attributable to the assets which are the
subject of the Asset Acquisition or asset sale or other disposition during the
Four Quarter Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such asset sale or other disposition or Asset
Acquisition (including the incurrence, assumption or liability for any such
Acquired Indebtedness) occurred on the first day of the Four Quarter
Period.  If such Person or any of its Restricted
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
the preceding sentence shall give effect to the incurrence of such guaranteed
Indebtedness as if such Person or any Restricted Subsidiary of such Person had
directly incurred or otherwise assumed such guaranteed Indebtedness.


 


Furthermore, in
calculating “Consolidated Fixed Charges” for purposes of determining the
denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage
Ratio”:


 


7

















 


(1)                                  interest
on outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter shall
be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date; and


 


(2)                                  notwithstanding
clause (1) above, interest on Indebtedness determined on a fluctuating basis,
to the extent such interest is covered by agreements relating to Interest Swap
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements.


 


“Consolidated Fixed
Charges” means, with respect to any Person for any period, the sum, without
duplication, of:


 


(a)                                  Consolidated
Interest Expense; plus


 


(b)                                 the
product of (x) the amount of all dividend payments on any series of Preferred
Stock of such Person and, to the extent permitted under this Indenture, its
Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock
and other than dividends paid by a Restricted Subsidiary of such Person to such
Person or to a Restricted Subsidiary of such Person) paid, accrued or scheduled
to be paid or accrued during such period times (y) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
effective consolidated federal, state and local income tax rate of such Person,
expressed as a decimal.


 


“Consolidated Interest
Expense” means, with respect to any Person for any period, the sum of,
without duplication:


 


(1)                                  the
aggregate of the interest expense of such Person and its Restricted
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, including without limitation: 
(a) any amortization of debt discount; (b) the net costs under Interest
Swap Obligations; (c) all capitalized interest; and (d) the interest portion of
any deferred payment obligation (but excluding the amortization or write-off of
deferred financing costs); and


 


(2)                                  the
interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by such Person and its Restricted Subsidiaries
during such period as determined on a consolidated basis in accordance with
GAAP.


 


“Consolidated Net
Income” means, with respect to any Person, for any period, the aggregate
net income (or loss) of such Person and its Restricted Subsidiaries for such
period on a consolidated basis, determined in accordance with GAAP; provided
that there shall be excluded therefrom:


 


8

















 


(a)                                  after-tax
gains or losses from Asset Sales (without regard to the $2.5 million limitation
set forth in the definition thereof) or abandonments or reserves relating
thereto or the disposition of any securities or the extinguishment of any Indebtedness;


 


(b)                                 after-tax
items classified as extraordinary or nonrecurring gains or losses or benefits
or costs;


 


(c)                                  the
net income of any Person acquired in a “pooling of interests” transaction
accrued prior to the date it becomes a Restricted Subsidiary of the referent
Person or is merged or consolidated with the referent Person or any Restricted
Subsidiary of the referent Person;


 


(d)                                 the
net income (or loss) of any Restricted Subsidiary of the referent Person to the
extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is restricted by a contract, operation of
law or otherwise;


 


(e)                                  the
net income of any Person, other than a Restricted Subsidiary of the referent
Person, except to the extent of cash dividends or distributions paid to the
referent Person or to a Wholly Owned Restricted Subsidiary of the referent
Person by such Person (and any net loss of such Person that is not a Restricted
Subsidiary shall be included only to the extent funded in cash by the specified
Person or a Restricted Subsidiary thereof);


 


(f)                                    any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Consolidated Net Income accrued at
any time following the Issue Date;


 


(g)                                 any
depreciation, amortization, non-cash impairment or other non-cash charges or
expenses recorded as a result of the application of purchase accounting in
accordance with Accounting Principles Board Opinion Nos. 16 and 17 or SFAS Nos.
141 and 142;


 


(h)                                 non-cash
compensation incurred in connection with any issuance of Capital Stock to any
employee of such Person or any of its Restricted Subsidiaries;


 


(i)                                     income
or loss attributable to discontinued operations (including, without limitation,
operations disposed of during such period whether or not such operations were
classified as discontinued); and


 


9

















 


(j)                                     in
the case of a successor to the referent Person by consolidation or merger or as
a transferee of the referent Person’s assets, any earnings of the successor
corporation prior to such consolidation, merger or transfer of assets.


 


“Consolidated Noncash
Charges” means with respect to any Person, for any period, the aggregate
depreciation, amortization and other non-cash expenses of such Person and its
Restricted Subsidiaries reducing Consolidated Net Income of such Person and its
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charges constituting an extraordinary
item or loss or any such charge which requires an accrual of or a reserve for
cash charges for any future period).


 


“Corporate Trust
Office of the Trustee” means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the date hereto is located at 101 Barclay Street, Floor 8 West, New York, New
York 10286, Attention:  Corporate Trust
Trustee Department, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and
the Company).


 


“Covenant Defeasance”
has the meaning set forth in Section 8.3 hereof.


 


“Credit Agreement”
means the Loan and Security Agreement dated as of May 14, 2004, between the
Company and Wells Fargo Foothill, Inc., together with the related documents
thereto (including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from
time to time, including one or more credit agreements, loan agreements,
indentures or similar agreements extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder or adding Restricted Subsidiaries of the Company
as additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or agreements or any successor or replacement
agreement or agreements and whether by the same or any other agent, lender or
group of lenders.


 


“Credit Facilities”
means one or more debt facilities (including, without limitation, the Credit
Agreement) or commercial paper facilities, in each case, with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit or debt securities, in each
case, as amended, restated, modified, renewed, refunded, replaced (whether upon
or after termination or otherwise) or refinanced (including by means of sales
of debt securities to institutional investors) in whole or in part from time to
time (including increases in principal amount).


 


10

















 


“Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar
agreement or arrangement designed to protect the Company or any Restricted
Subsidiary of the Company against fluctuations in currency values.


 


“Default” means an
event or condition the occurrence of which is, or with the lapse of time or the
giving of notice or both would be, an Event of Default.


 


“Depositary”
means, with respect to the Notes issuable or in whole or in part in global
form, the Person specified in Section 2.6 hereof as the Depositary with
respect to the Notes, until a successor shall have been appointed and become
such pursuant to the applicable provisions of this Indenture, and, thereafter,
“Depositary” shall mean or include such successor.


 


“Designated Noncash
Consideration” means any non-cash consideration received by the Company or
one of its Restricted Subsidiaries in connection with an Asset Sale that is
designated as Designated Noncash Consideration pursuant to an Officers’
Certificate executed by the Chief Financial Officer of the Company.  Such Officers’ Certificate shall state the
basis of such valuation.  A particular
item of Designated Noncash Consideration shall no longer be considered to be
outstanding to the extent it has been sold or liquidated.


 


“Disqualified Capital
Stock” means that portion of any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof), or upon the happening of any
event (other than an event which would constitute a Change of Control), matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the sole option of the holder thereof (except,
in each case, upon the occurrence of a Change of Control) on or prior to the
final maturity date of the Notes. 
Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Capital Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale will not constitute
Disqualified Capital Stock if the terms of such Capital Stock provide that the
Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.7
hereof.  The amount of Disqualified
Capital Stock deemed to be outstanding at any time for purposes of this
Indenture will be the maximum amount that the Company and its Restricted
Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Capital Stock,
exclusive of accrued dividends.


 


“Domestic Restricted
Subsidiary” means a Restricted Subsidiary incorporated or otherwise
organized or existing under the laws of the United States, any state thereof or
any territory or possession of the United States.


 


11

















 


“Equity Offering”
means a private or public offering of Qualified Capital Stock of Holdings (or
any other direct or indirect parent of the Company) or the Company; provided
that, in the event of an Equity Offering by Holdings (or any other direct or
indirect parent of the Company), Holdings (or any other direct or indirect
parent of the Company) contributes to the capital of the Company the portion of
the net cash proceeds of such Equity Offering necessary to pay the aggregate redemption
price (plus accrued interest to the redemption date) of the Notes to be
redeemed pursuant to such Optional Redemption.


 


 “Euroclear” means Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear
System.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute
or statutes thereto.


 


“Exchange Offer”
means the offer that shall be made by the Company pursuant to the Registration
Rights Agreement to exchange Series A Notes for Series B Notes.


 


“fair market value”
means, with respect to any asset or property, the price which could be
negotiated in an arm’s-length, free market transaction, for cash, between a
willing seller and a willing and able buyer, neither of whom is under undue pressure
or compulsion to complete the transaction. 
Fair market value shall be determined by the Board of Directors of the
Company acting reasonably and in good faith and shall be evidenced by a Board
Resolution of the Board of Directors of the Company delivered to the Trustee.


 


“Final Memorandum”
shall mean the Company’s final offering memorandum dated May 12, 2004, whereby
the Company offered $152.0 million Series A Notes.


 


“Floor Plan Borrowing
Base” means, as of any date, an amount equal to the sum of:


 


(a)                                  100%
of the manufacturer’s invoice (including freight) of all new inventory owned by
the Company and its Restricted Subsidiaries; plus


 


(b)                                 85%
of the wholesale value of all used inventory (as determined in accordance with
National Automotive Dealers Associate RV Industry Appraisal Guide or to the
extent such publication is no longer available, any other comparable source)
owned by the Company and its Restricted Subsidiaries in the case of used
inventory that is less than seven years old; plus


 


(c)                                  60%
of the wholesale value of all used inventory (as determined in accordance with
National Automotive Dealers Associate RV Industry Appraisal Guide or to the
extent such publication is no longer available, any other comparable source)


 


12

















 


owned by the Company and
its Restricted Subsidiaries in the case of used inventory that is seven years
old or more than seven years old;


 


all calculated on a
consolidated basis and in accordance with GAAP and after giving effect to any
incurrence of Indebtedness and the use of proceeds therefrom.


 


“Floor Plan Credit
Facility” means the Amended and Restated Floor Plan Credit Facility dated
as of July 31, 2002 by and among the Company, Bank of America, N.A. (as
successor by merger to Banc of America Specialty Finance, Inc.) and KeyBank
National Association, as such agreement may be amended, supplemented or
otherwise modified from time to time, replaced or refinanced (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries of the Company as additional borrowers or guarantors thereunder).


 


“Foreign Restricted
Subsidiary” means any Restricted Subsidiary of the Company that is not a
Domestic Restricted Subsidiary.


 


“Free Cash Flow”
means, with respect to the Company, for any period, the Consolidated EBITDA for
such period minus the sum of:


 


(1)                                  Consolidated
Interest Expense for such period to the extent paid in cash in such period,


 


(2)                                  an
amount equal to 50% of the aggregate of the amount of capital expenditures of
the Company and the Restricted Subsidiaries for such period and the prior six
month period, in each case determined on a consolidated basis in accordance
with GAAP (other than capital expenditures financed with the proceeds of long term
Indebtedness raised specifically to finance, in whole or in part, such capital
expenditures), and


 


(3)                                  all
income taxes of the Company and the Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period.


 


“Free Cash Flow Offer”
has the meaning assigned to such term in Section 3.11 hereof.


 


“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States, which are in effect as of the Issue Date.


 


13

















 


“Guarantee” means
a guarantee of the Notes by a Guarantor.


 


“Guarantor” means
each of the Company’s Restricted Subsidiaries that in the future executes a
supplemental indenture in which such Restricted Subsidiary agrees to be bound
by the terms of this Indenture as a Guarantor; provided that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in accordance with the terms
of this Indenture.


 


“Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person
under:


 


(1)                                  interest
rate swap agreements (whether from fixed to floating or from floating to
fixed), interest rate cap agreements and interest rate collar agreements;


 


(2)                                  other
agreements or arrangements designed to manage interest rates or interest rate
risk; provided, however, that in the case of clauses (1) and (2)
such agreements are entered into to protect the Company and its Restricted
Subsidiaries from fluctuations in interest rates on its outstanding
Indebtedness to the extent the notional principal amount of such agreement does
not, at the time of the incurrence thereof, exceed the principal amount of the
Indebtedness to which such agreement relates; and


 


(3)                                  other
agreements or arrangements designed to protect such Person against fluctuations
in currency exchange rates or commodity prices, provided that, in the
case of agreements or arrangements related to Indebtedness, such agreements or
arrangements do not increase the Indebtedness of the Company and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder,


 


in each case reasonably
related to the business of the Company and its Subsidiaries and not for
speculative purposes.


 


“Holder” means a
Person in whose name a Note is registered.


 


“Holdings” means
LD Holdings, Inc., a Delaware corporation.


 


“Immaterial Subsidiary”
means, as of any date, any Restricted Subsidiary of the Company whose total
assets, as of that date, are less than $500,000 and whose total revenues for
the most recent fiscal year do not exceed $500,000.


 


“incur” has the
meaning set forth in Section 4.9(a) hereof.


 


14

















 


“Indebtedness”
means with respect to any Person, without duplication:


 


(1)                                  all
Obligations of such Person for borrowed money;


 


(2)                                  all
Obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;


 


(3)                                  all
Capitalized Lease Obligations of such Person;


 


(4)                                  all
Obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all Obligations under any title
retention agreement (but excluding trade accounts payable and other accrued
liabilities);


 


(5)                                  all
Obligations for the reimbursement of any obligor on any letter of credit,
banker’s acceptance or similar credit transaction;


 


(6)                                  guarantees
and other contingent obligations in respect of Indebtedness referred to in
clauses (1) through (5) above and clause (8) below;


 


(7)                                  all
Obligations of any other Person of the type referred to in clauses (1) through
(6) which are secured by any Lien on any property or asset of such Person, the
amount of such Obligation being deemed to be the lesser of the fair market
value of such property or asset or the amount of the Obligation so secured;


 


(8)                                  all
Obligations under currency agreements and interest swap agreements of such
Person; and


 


(9)                                  all
Disqualified Capital Stock issued by such Person with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends, if any.


 


For purposes hereof, the
“maximum fixed repurchase price” of any Disqualified Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock
were purchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Capital Stock, such
fair market value shall be determined reasonably and in good faith by the Board
of Directors of the issuer of such Disqualified Capital Stock.


 


“Indenture” means
this Indenture, as amended or supplemented from time to time.


 


15

















 


“Independent Financial
Advisor” means a firm (1) which is not an affiliate of the Company; and (2)
which, in the judgment of the Board of Directors of the Company, is otherwise
independent and qualified to perform the task for which it is to be engaged.


 


“Initial Purchasers”
means Deutsche Bank Securities Inc., Jefferies & Company, Inc. and Wells
Fargo Securities, LLC.


 


“Interest Swap
Obligations” means the obligations of any Person pursuant to any
arrangement with any other Person, whereby, directly or indirectly, such Person
is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional amount
and shall include, without limitation, interest rate swaps, caps, floors,
collars and similar agreements.


 


“Investment”
means, with respect to any Person, any direct or indirect loan or other
extension of credit (including, without limitation, a guarantee) or capital
contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or
any purchase or acquisition by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, any
other Person.  “Investment” shall
exclude extensions of trade credit by the Company and its Restricted
Subsidiaries on commercially reasonable terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary, as the case may
be.  If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of
any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, the Company no longer owns,
directly or indirectly, a majority of the outstanding voting Common Stock of
such Restricted Subsidiary, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Common Stock of such Restricted Subsidiary not sold or disposed
of.


 


“Issue Date” means
the date of original issuance of the Notes.


 


“Legal Defeasance”
has the meaning assigned to such term in Section 8.2 hereof.


 


“Leverage Ratio”
means as of any date of determination, the ratio of (x) the aggregate amount of
Indebtedness (less Indebtedness incurred pursuant to the Floor Plan Credit
Facility and less cash) of the Company on such date of determination to (y) the
EBITDA of the Company during the four fiscal quarters ending prior to the date
of determination of the Leverage Ratio for which financial statements are
available.  “EBITDA” shall be calculated
on a pro forma basis in the same manner as “EBITDA” is calculated on a pro
forma basis for purposes of the Consolidated Fixed Charge Coverage Ratio.


 


16

















 


“Lien” means any
lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance
of any kind (including any conditional sale or other title retention agreement,
any lease in the nature thereof and any agreement to give any security
interest).


 


“Management Agreement”
means the Management Agreement by and among the Company, Holdings and the BRS
Group and/or their affiliates as in effect on the Issue Date.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Net Cash Proceeds”
means, with respect to any Asset Sale, the proceeds in the form of cash or Cash
Equivalents including payments in respect of deferred payment obligations when
received in the form of cash or Cash Equivalents (other than the portion of any
such deferred payment constituting interest) received by the Company or any of
its Restricted Subsidiaries from such Asset Sale net of:


 


(1)                                  reasonable
out-of-pocket expenses and fees relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales
commissions);


 


(2)                                  taxes
paid or payable after taking into account any reduction in consolidated tax
liability due to available tax credits or deductions and any tax sharing
arrangements;


 


(3)                                  repayment
of Indebtedness that is secured by the property or assets that are the subject
of such Asset Sale; and


 


(4)                                  appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale.


 


“Note Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


 


“Notes” means the
Series A Notes and the Series B Notes, if any, that are issued under this
Indenture, as amended or supplemented from time to time.


 


17

















 


“Obligations”
means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


 


“Officer” means
(a) with respect to any Person that is a corporation, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, the Controller, the Secretary or
any Vice President of such Person and (b) with respect to any other Person, the
individuals selected by such Person to perform functions similar to those of
the officers listed in clause (a).


 


“Officers’ Certificate”
means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the Chief Executive Officer, the Chief Financial
Officer, the Treasurer or the principal accounting officer of the Company, that
meets the requirements of Sections 11.4 and 11.5 hereof.


 


“Offshore Certificated
Notes” means permanent Certificated Notes in registered form in
substantially the form set forth in Exhibit A, issued pursuant to
Section 2.6 hereof in exchange for interests in the Rule 144A Global Note
or the Regulation S Global Note.


 


“Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee
that meets the requirements of Sections 11.4 and 11.5 hereof.  The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.


 


“Pari Passu
Indebtedness” means any Indebtedness of the Company or any Guarantor that
ranks pari  passu in right of payment with the Notes or the
Guarantee of such Guarantor, as applicable. 
For the purposes of the foregoing definition, no Indebtedness will be
deemed to be senior in right of payment to any other Indebtedness of the
Company or any other Guarantor solely by virtue of such Indebtedness being
secured to a greater or lesser extent or with greater or lower priority.


 


“Permitted Holder(s)”
means BRS Group and its Affiliates.


 


“Permitted
Indebtedness” means, without duplication, each of the following:


 


(1)                                  Indebtedness
under the Notes issued on the Issue Date in an aggregate principal amount not
to exceed $152.0 million, this Indenture and the Guarantees;


 


(2)                                  Indebtedness
incurred pursuant to Credit Facilities in an aggregate principal amount at any
time outstanding under this clause (2) not to exceed the greater of (a) $15.0
million and (b) the Borrowing Base, less in the case of clause (a) the amount
of all required permanent repayments (which are accompanied by a corresponding


 


18

















 


permanent commitment
reduction) thereunder with the Net Cash Proceeds from Asset Sales;


 


(3)                                  other
Indebtedness of the Company and its Restricted Subsidiaries outstanding on the
Issue Date;


 


(4)                                  Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred in connection with the acquisition or disposition of any
business, assets or a Restricted Subsidiary in accordance with the terms of
this Indenture; provided that (a) such Indebtedness is not reflected on
the balance sheet of the Company or any Restricted Subsidiary in accordance
with GAAP, other than in the footnotes in the case of a contingent obligation,
and (b) with respect to any such disposition, the maximum aggregate liability
in respect of all such Indebtedness shall at no time exceed the gross proceeds
actually received by the Company and its Restricted Subsidiaries in connection
with such disposition;


 


(5)                                  Indebtedness
under Hedging Obligations;


 


(6)                                  Indebtedness
of a Restricted Subsidiary of the Company to the Company or to a Restricted
Subsidiary of the Company for so long as such Indebtedness is held by the
Company or a Restricted Subsidiary of the Company or the holder of a Lien
permitted under this Indenture, in each case subject to no Lien held by a
Person other than the Company or a Restricted Subsidiary of the Company or the
holder of a Lien permitted under this Indenture; provided that if as of
any date any Person other than the Company or a Restricted Subsidiary of the
Company or the holder of a Lien permitted under this Indenture owns or holds
any such Indebtedness or holds a Lien in respect of such Indebtedness, such
date shall be deemed the incurrence of Indebtedness not constituting Permitted
Indebtedness under this clause (6) by the issuer of such Indebtedness;


 


(7)                                  Indebtedness
of the Company to a Restricted Subsidiary of the Company for so long as such
Indebtedness is held by a Restricted Subsidiary of the Company or the holder of
a Lien permitted under this Indenture, in each case subject to no Lien other
than a Lien permitted under this Indenture; provided that (a) any
Indebtedness of the Company to any Restricted Subsidiary of the Company that is
not a Guarantor is unsecured and subordinated, pursuant to a written agreement,
to the Company’s obligations under this Indenture and the Notes and (b) if as
of any date any Person other than a Restricted Subsidiary of the Company or the
holder of a Lien permitted under this Indenture owns or holds any such
Indebtedness or any Person holds a Lien in respect of such Indebtedness, such
date shall be deemed the incurrence of Indebtedness not constituting Permitted
Indebtedness under this clause (7) by the Company;


 


19

















 


(8)                                  Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such Indebtedness is
extinguished within five business days of incurrence;


 


(9)                                  Indebtedness
of the Company or any of its Restricted Subsidiaries in respect of performance
bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal
bonds, payment obligations in connection with self-insurance or similar
obligations, and bank overdrafts (and letters of credit in respect thereof) in
the ordinary course of business;


 


(10)                            Indebtedness
represented by Capitalized Lease Obligations and Purchase Money Indebtedness of
the Company and its Restricted Subsidiaries, or any refinancings thereof, not
to exceed the greater of (i) $15.0 million or (ii) 7.5% of Total Consolidated
Tangible Assets at any one time outstanding under this clause (10);


 


(11)                            Refinancing
Indebtedness;


 


(12)                            Indebtedness
represented by guarantees by the Company or its Restricted Subsidiaries of
Indebtedness otherwise permitted to be incurred under this Indenture;


 


(13)                            Indebtedness
of the Company or any Restricted Subsidiary consisting of guarantees,
indemnities or obligations in respect of purchase price adjustments in
connection with the acquisition or disposition of assets;


 


(14)                            Indebtedness
incurred pursuant to the Floor Plan Credit Facility in an aggregate principal
amount under this clause (14) not to exceed the greater of (i) $85.0 million
and (ii) the Floor Plan Borrowing Base;


 


(15)                            the
incurrence by a Receivables Entity of Indebtedness in a Qualified Receivables
Transaction that is not recourse to the Company or any Restricted Subsidiary of
the Company (except for Standard Securitization Undertakings);


 


(16)                            Indebtedness
of Foreign Restricted Subsidiaries in an aggregate principal amount not to
exceed $5.0 million; and


 


(17)                            additional
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
principal amount not to exceed $5.0 million at any one time outstanding (which
amount may, but need not, be incurred in whole or in part under Credit
Facilities).


 


20

















 


For purposes of
determining compliance with Section 4.9 hereof, in the event that an item
of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (1) through (17) above or is
entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage
Ratio provisions of such covenant, the Company shall, in its sole discretion,
classify such item of Indebtedness in any manner that complies with
Section 4.9 hereof; provided that all Indebtedness outstanding
under the Credit Agreement up to the maximum amount permitted under clause (2)
above shall be deemed to have been incurred pursuant to clause (2) and all
Indebtedness outstanding under the Floor Plan Credit Facility up to the maximum
amount permitted under clause (14) above shall be deemed to have been incurred
pursuant to clause (14).  In addition,
the Company may, at any time, change the classification of an item of
Indebtedness (or any portion thereof) to any other clause above or to the
Consolidated Fixed Charge Coverage Ratio provisions of such covenant; provided
that the Company would be permitted to incur such item of Indebtedness (or
portion thereof) pursuant to such other clause or the Consolidated Fixed Charge
Coverage Ratio provisions of such covenant, as the case may be, at such time of
reclassification.  Accrual of interest,
accretion or amortization of original issue discount, the payment of interest
on any Indebtedness in the form of additional Indebtedness with the same terms,
and the payment of dividends on Disqualified Capital Stock in the form of
additional shares of the same class of Disqualified Capital Stock will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Capital Stock for purposes of Section 4.9 hereof.


 


“Permitted Investments”
means:


 


(1)                                  Investments
by the Company or any Restricted Subsidiary of the Company in any Person that
is or will become immediately after such Investment a Restricted Subsidiary of
the Company or that will merge or consolidate into the Company or a Restricted
Subsidiary of the Company;


 


(2)                                  Investments
in the Company by any Restricted Subsidiary of the Company;


 


(3)                                  Investments
in cash and Cash Equivalents;


 


(4)                                  loans
and advances to employees, directors and officers of the Company and its
Restricted Subsidiaries in the ordinary course of business for bona fide
business purposes not in excess of $2.0 million at any one time outstanding;


 


(5)                                  Hedging
Obligations;


 


(6)                                  additional
Investments not to exceed $5.0 million at any one time outstanding;


 


21

















 


(7)                                  Investments
in trade creditors or customers received pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of such trade
creditors or customers or in good faith settlement of delinquent obligations of
such trade creditors or customers;


 


(8)                                  Investments
made by the Company or its Restricted Subsidiaries as a result of consideration
received in connection with an Asset Sale made in compliance with
Section 4.10 hereof;


 


(9)                                  receivables
owing to the Company or any Restricted Subsidiary if created or acquired in the
ordinary course of business, and endorsements for collection or deposit in the
ordinary course of business;


 


(10)                            Investments
in any Person that is not the Company or a Restricted Subsidiary on the Issue
Date, which Investments are outstanding on the Issue Date;


 


(11)                            Investments
represented by guarantees that are otherwise permitted under this Indenture;


 


(12)                            Investments
the payment for which is Qualified Capital Stock of the Company; and


 


(13)                            any
Investment by the Company or a Restricted Subsidiary of the Company in a
Receivables Entity or any Investment by a Receivables Entity in any other
Person in connection with a Qualified Receivables Transaction; provided
that any Investment in a Receivables Entity is in the form of a Purchase Money
Note that the Receivables Entity or such other Person is required to pay as
soon as practicable or equity interests.


 


“Permitted Liens”
means the following types of Liens:


 


(1)                                  Liens
for taxes, assessments or governmental charges or claims either (a) not
delinquent or (b) contested in good faith by appropriate proceedings and as to
which the Company or its Restricted Subsidiaries shall have set aside on its
books such reserves as may be required pursuant to GAAP;


 


(2)                                  statutory
Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business for sums not yet delinquent or being contested in good
faith, if such reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made in respect thereof;


 


22

















 


(3)                                  Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, including any Lien securing letters of credit issued in the ordinary
course of business consistent with past practice in connection therewith, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment
of borrowed money);


 


(4)                                  judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately
bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment shall not have been finally terminated or the
period within which such proceedings may be initiated shall not have expired;


 


(5)                                  easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in
respect of real property not interfering in any material respect with the
ordinary conduct of the business of the Company or any of its Restricted
Subsidiaries;


 


(6)                                  any
interest or title of a lessor under any Capitalized Lease Obligation; provided
that such Liens do not extend to any property or asset which is not leased
property subject to such Capitalized Lease Obligation;


 


(7)                                  Liens
securing Purchase Money Indebtedness; provided, however, that (a)
such Purchase Money Indebtedness shall not exceed the purchase price or other
cost of such property or equipment and shall not be secured by any property or
equipment of the Company or any Restricted Subsidiary of the Company other than
the property and equipment so acquired and (b) the Lien securing such Purchase
Money Indebtedness shall be created within 90 days of such acquisition;


 


(8)                                  Liens
upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods;


 


(9)                                  Liens
securing reimbursement obligations with respect to commercial letters of credit
which encumber documents and other property relating to such letters of credit
and products and proceeds thereof;


 


(10)                            Liens
encumbering deposits made to secure obligations arising from statutory,
regulatory, contractual or warranty requirements of the Company or any of its
Restricted Subsidiaries, including rights of offset and setoff;


 


23

















 


(11)                            Liens
securing Hedging Obligations which Hedging Obligations relate to Indebtedness
that is otherwise permitted under this Indenture;


 


(12)                            Liens
securing Indebtedness under Currency Agreements;


 


(13)                            Liens
securing Acquired Indebtedness incurred in accordance with Section 4.9
hereof, provided that:


 


(A)                              such
Liens secured such Acquired Indebtedness at the time of and prior to the
incurrence of such Acquired Indebtedness by the Company or a Restricted
Subsidiary of the Company and were not granted in connection with, or in
anticipation of, the incurrence of such Acquired Indebtedness by the Company or
a Restricted Subsidiary of the Company; and


 


(B)                                such
Liens do not extend to or cover any property or assets of the Company or of any
of its Restricted Subsidiaries other than the property or assets that secured
the Acquired Indebtedness prior to the time such Indebtedness became Acquired
Indebtedness of the Company or a Restricted Subsidiary of the Company and are
no more favorable to the lienholders than those securing the Acquired
Indebtedness prior to the incurrence of such Acquired Indebtedness by the
Company or a Restricted Subsidiary of the Company;


 


(14)                            Liens
on assets of a Restricted Subsidiary of the Company that is not a Guarantor to
secure Indebtedness of such Restricted Subsidiary or other Restricted
Subsidiaries that are not Guarantors that is otherwise permitted under this
Indenture;


 


(15)                            leases,
subleases, licenses and sublicenses granted to others that do not materially
interfere with the ordinary course of business of the Company and its
Restricted Subsidiaries;


 


(16)                            banker’s
Liens, rights of setoff and similar Liens with respect to cash and Cash
Equivalents on deposit in one or more bank accounts in the ordinary course of
business;


 


(17)                            Liens
arising from filing Uniform Commercial Code financing statements regarding
leases;


 


(18)                            Liens
on inventory and inventory related receivables, documents and proceeds and
products thereof, securing Indebtedness under the Floor Plan Credit Facility;


 


(19)                            Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payments of customs duties in connection with the importation of goods;


 


24

















 


(20)                            Liens
on Receivables and Related Assets to reflect sales of receivables pursuant to a
Qualified Receivables Transaction; and


 


(21)                            Liens
securing Indebtedness incurred pursuant to clauses (2) and (15) of the
definition of “Permitted Indebtedness.”


 


“Permitted Payments to
Parent” means, without duplication as to amounts:


 


(1)                                  payments
to Holdings (or any other direct or indirect parent of the Company) to permit
Holdings (or any other direct or indirect parent of the Company) to pay
accounting, legal and administrative expenses and general operating costs
relating to the operation of the Company when due, in an aggregate amount not
to exceed $750,000 (or $1.5 million following an initial public offering) per
annum; and


 


(2)                                  for
so long as the Company is a member of a group filing a consolidated or combined
tax return with Holdings (or any other direct or indirect parent of the
Company) or is an entity not taxed as a corporation, payments to Holdings (or
any other direct or indirect parent of the Company) in respect of an allocable
portion of the tax liabilities of such group that is attributable to the
Company and its Subsidiaries or payments to direct or indirect equity holders
to permit them to pay tax liabilities in respect of income of the Company and
its Subsidiaries (“Tax Payments”). 
The Tax Payments shall not exceed the lesser of (i) the amount of the
relevant tax (including any penalties and interest) that the Company would owe
if the Company were filing a separate tax return (or a separate consolidated or
combined return with its Subsidiaries that are members of the consolidated or
combined group), taking into account any carryovers and carrybacks of tax
attributes (such as net operating losses) of the Company and such Subsidiaries
from other taxable years, and (ii) the net amount of the relevant tax that
Holdings (or any other direct or indirect parent of the Company) actually owes
to the appropriate taxing authority.


 


“Person” means an
individual, partnership, corporation, unincorporated organization, trust or
joint venture, or a governmental agency or political subdivision thereof.


 


“PORTAL Market”
means the Portal Market operated by the National Association of Securities
Dealers, Inc. or any successor thereto.


 


“Preferred Stock”
of any Person means any Capital Stock of such Person that has preferential
rights to any other Capital Stock of such Person with respect to dividends or
redemptions or upon liquidation.


 


“Prevailing Market
Price” shall mean the average of the daily average bid and asked prices (or
if no bid and asked prices are reported the average of the daily price) for the
Notes for each trading day during the ten trading day period prior to the
Applicable Filing


 


25

















 


Date as reported by High
Yield Advantage Data (or if not reported by High Yield Advantage Data, a
similar service) expressed as a percentage of principal amount, provided
that in no event shall Prevailing Market Price be less than 103.00% or exceed
107.00%, in all cases plus accrued and unpaid interest to the date of purchase.


 


“Purchase Date”
means, with respect to any Note to be repurchased, the date fixed for such
repurchase by or pursuant to this Indenture.


 


“Purchase Money
Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries for the purpose of financing all or any part of the purchase
price, or the cost of installation, construction or improvement, of property or
equipment whether though the direct purchase of assets or the purchase of
Capital Stock of a Person owning such assets.


 


“Purchase Money Note”
means a promissory note of a Receivables Entity evidencing a line of credit,
which may be irrevocable, from the Company or any Subsidiary of the Company in
connection with a Qualified Receivables Transaction to a Receivables Entity,
which note is intended to be repaid from cash available to the Receivables
Entity, other than amounts required to be established as reserves pursuant to
agreements, amounts paid to investors in respect of interest, principal and
other amounts owing to such investors and amounts owing to such investors and
amounts paid in connection with the purchase of newly generated receivables.


 


“Purchase Price”
means the amount payable for the repurchase of any Note on a Purchase Date,
exclusive of accrued and unpaid interest and Additional Interest (if any)
thereon to the Purchase Date, unless otherwise specifically provided.


 


“QIB” means a
qualified institutional buyer as defined in Rule 144A under the Securities Act.


 


“Qualified Capital
Stock” means any Capital Stock that is not Disqualified Capital Stock.


 


“Qualified Receivables
Transaction” means any transaction or series of transactions that may be
entered into by the Company or any of its Subsidiaries pursuant to which the
Company or any or its Subsidiaries may sell, convey or otherwise transfer to
(a) a Receivables Entity (in the case of a transfer by the Company or any of
its Subsidiaries) and (b) any other Person (in the case of a transfer by a
Receivables Entity), or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of the Company or
any of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets


 


26

















 


which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts
receivable.


 


“Receivables and
Related Assets” means any account receivable (whether now existing or
arising thereafter) of the Company or any Restricted Subsidiary, and any assets
related thereto including all collateral securing such accounts receivable, all
contracts and contract rights and all guarantees or other obligations in
respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.


 


“Receivables Entity”
means a Wholly Owned Subsidiary of the Company (or another Person in which the
Company or any Subsidiary of the Company makes an Investment and to which the
Company or any Subsidiary of the Company transfers accounts receivables and
Related Assets) which engages in no activities other than in connection with
the financing of accounts receivable, all proceeds thereof and all rights
(contractual or other), collateral and other assets relating thereto, and any
business or activities incidental or related to such business, and which is
designated by the Board of Directors of the Company (as provided below) as a
Receivables Entity:


 


(1)                                  no
portion of the Indebtedness or any other Obligations (contingent or otherwise)
of which:


 


(i)                  is guaranteed by
the Company or any Subsidiary of the Company (excluding guarantees of
Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings);


 


(ii)               is recourse to or
obligates the Company or any Subsidiary of the Company (other than the
Receivables Entity, if applicable) in any way other than pursuant to Standard
Securitization Undertakings; or


 


(iii)            subjects any property
or asset of the Company or any Subsidiary of the Company (other than the
Receivables Entity, if applicable), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings;


 


(2)                                  with
which neither the Company nor any Subsidiary of the Company has any material
contract, agreement, arrangement or understanding other than on terms no less
favorable to the Company or such Subsidiary than those that might be obtained
at the time from Persons that are not Affiliates of the Company, other than
fees payable in the ordinary course of business in connection with servicing
accounts receivable; and


 


27

















 


(3)                                  to
which neither the Company nor any Subsidiary of the Company (other than the
Receivables Entity, if applicable) has any obligation to maintain or preserve
such entity’s financial condition or cause such entity to achieve certain
levels of operating results other than through the contribution of additional
Receivables, related security and collections thereto and proceeds of the
foregoing.


 


Any such designation by
the Board of Directors of the Company shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors of the Company giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the foregoing conditions.


 


“Redemption Date”
means, with respect to any Note to be redeemed, the date fixed for such
redemption by or pursuant to this Indenture.


 


“Redemption Price”
means the amount payable for the redemption of any Note on a Redemption Date,
exclusive of accrued and unpaid interest and Additional Interest (if any)
thereon to the Redemption Date, unless otherwise specifically provided.


 


“Reference Treasury
Dealer” means each of Deutsche Bank Securities Inc., Jefferies &
Company, Inc., Wells Fargo Securities, LLC and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company shall substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such
Redemption Date.


 


“Refinance” means,
in respect of any security or Indebtedness, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue a security or
Indebtedness in exchange or replacement for, such security or Indebtedness in
whole or in part.  “Refinanced”
and “Refinancing” shall have correlative meanings.


 


“Refinancing
Indebtedness” means any Refinancing by the Company or any Restricted
Subsidiary of the Company of Indebtedness incurred in accordance with
Section 4.9 hereof (other than pursuant to clause (2), (4), (5), (6), (7),
(8), (9), (10), (12), (13), (14), (15), (16) or (17) of the definition of
“Permitted Indebtedness”), in each case that does not:


 


(a)                                  result
in an increase in the aggregate principal amount of Indebtedness of such Person
as of the date of such proposed Refinancing (plus the amount of any interest


 


28

















 


and premium required to
be paid under the terms of the instrument governing such Indebtedness and plus
the amount of reasonable expenses incurred by the Company in connection with
such Refinancing); or


 


(b)                                 create
Indebtedness with:  (a) a Weighted
Average Life to Maturity that is less than or equal to the Weighted Average
Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity
no later than the final maturity of the Indebtedness being Refinanced; provided
that (x) if such Indebtedness being Refinanced is Indebtedness solely of the
Company (and is not otherwise guaranteed by a Restricted Subsidiary of the
Company), then such Refinancing Indebtedness shall be Indebtedness solely of
the Company or of a Guarantor and (y) if such Indebtedness being Refinanced is
subordinate or junior to the Notes or any Guarantee, then such Refinancing
Indebtedness shall be subordinate to the Notes or such Guarantee, as the case
may be, at least to the same extent and in the same manner as the Indebtedness
being Refinanced.


 


“Registration Rights
Agreement” means the Registration Rights Agreement dated as of the Issue Date
between the Company and the Initial Purchasers.


 


“Regulation S”
means Regulation S as promulgated under the Securities Act.


 


“Replacement Assets”
has the meaning specified in Section 4.10 hereof.


 


“Responsible Officer”
shall mean, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


 


“Restricted Subsidiary”
of any Person means any Subsidiary of such Person which at the time of
determination is not an Unrestricted Subsidiary.


 


“Rule 144A” means
Rule 144A promulgated under the Securities Act.


 


“S&P” means
Standard & Poor’s Corporation.


 


“Sale and Leaseback
Transaction” means any direct or indirect arrangement with any Person or to
which any such Person is a party, providing for the leasing to the Company or a
Restricted Subsidiary of any property, whether owned by the Company or any
Restricted Subsidiary at the Issue Date or later acquired, which has been or is
to be sold or transferred by the Company or such Restricted Subsidiary to such
Person or to any other Person


 


29

















 


from whom funds have been
or are to be advanced by such Person on the security of such Property.


 


“Securities Act”
means the Securities Act of 1933, as amended, or any successor statute or
statutes thereto.


 


“Series A Notes”
means the Company’s 113⁄4% Senior Notes due 2012.


 


“Series B Notes”
means notes issued by the Company hereunder containing terms identical to the
Series A Notes (except (i) that interest thereon shall accrue from the last
date on which interest was paid on the Series A Notes or, if no such interest
has been paid, from the date of original issuance, (ii) that the legend or
legends relating to transferability and other related matters set forth on the
Series A Notes, including the text referred to in footnote 2 of Exhibit A
hereto, shall be removed or appropriately altered and (iii) as otherwise set
forth herein), to be offered to Holders of Series A Notes in exchange for
Series B Notes pursuant to the Exchange Offer or any exchange offer specified
in any registration rights agreement relating to the Additional Notes or to be
offered in connection with any issuance of Additional Notes pursuant to a
registration statement filed pursuant to the Securities Act.


 


“Significant
Subsidiary”, with respect to any Person, means any Restricted Subsidiary of
such Person that satisfies the criteria for a “significant subsidiary” set
forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.


 


“Standard
Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Subsidiary of the Company which
are reasonably customary in an accounts receivable transaction.


 


“Subordinated
Indebtedness” means Indebtedness of the Company or any Guarantor that is
subordinated or junior in right of payment to the Notes or the Guarantee of
such Guarantor, as the case may be.


 


“Subsidiary”, with
respect to any Person, means:


 


(a)                                  any
corporation of which the outstanding Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such
Person; or


 


(b)                                 any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.


 


“Surviving Entity”
has the meaning set forth in Section 5.1 hereof.


 


30

















 


“TIA” means the
Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
date on which this Indenture is qualified under the TIA; provided that
in the event the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.


 


“Total Consolidated
Tangible Assets” of any Person means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities and (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense (to the extent
included in said aggregate amount of assets) and other like intangibles, as
shown on the balance sheet of such Person for the most recently ended fiscal
quarter for which financial statements are available, determined on a
consolidated basis in accordance with GAAP. 
Total Consolidated Tangible Assets shall be determined as of the time of
the occurrence of the event(s) giving rise to the requirement to determine Total
Consolidated Tangible Assets and after giving effect to such event(s).


 


“Transfer Restricted
Security” means a Note that is a restricted security as defined in Rule
144(a)(3) under the Securities Act.


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
yield to maturity of the Comparable Treasury Issue, compounded semi-annually,
assuming a price for such Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.


 


“Trustee” means
the party named as such above until a successor replaces it in accordance with
the applicable provisions of this Indenture, and thereafter means the successor
serving hereunder.


 


“Unrestricted
Subsidiary” of any Person means:


 


(a)                                  any
Subsidiary of such Person that at the time of determination shall be or
continue to be designated an Unrestricted Subsidiary by the Board of Directors
of such Person in the manner provided below; and


 


(b)                                 any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of Directors
may designate any Subsidiary (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any property of, the Company or
any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary
to be so designated; provided that:


 


(a)                                  the
Company certifies to the Trustee that such designation complies with
Section 4.7 hereof; and


 


31

















 


(b)                                 each
Subsidiary to be so designated and each of its Subsidiaries has not at the time
of designation, and does not thereafter, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of
the Company or any of its Restricted Subsidiaries other than the Capital Stock
of such Unrestricted Subsidiary.


 


For purposes of making
the determination of whether any such designation of a Subsidiary as an
Unrestricted Subsidiary complies with Section 4.7 hereof, the portion of
the fair market value of the net assets of such Subsidiary of the Company at
the time that such Subsidiary is designated as an Unrestricted Subsidiary that
is represented by the interest of the Company and its Restricted Subsidiaries
in such Subsidiary, in each case as determined in good faith by the Board of
Directors of the Company, shall be deemed to be an Investment.  Such designation will be permitted only if
such Investment would be permitted at such time under Section 4.7 hereof.


 


The Board of Directors
may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if
immediately before and immediately after giving effect to such designation, no
Default or Event of Default shall have occurred and be continuing.  Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the Board Resolution giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing
provisions.


 


“U.S. Certificated
Notes” means permanent U.S. Certificated Notes in registered form in
substantially the form set forth in Exhibit A that are offered and sold to Accredited
Investors.


 


“U.S. Government
Obligations” shall mean securities which are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligations or a specific payment of interest on or
principal of any such U.S. Government Obligations held by such custodian for
the account of the holder of a depository receipt; provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligations or the
specific payment of interest on or principal of the U.S. Government Obligations
evidenced by such depository receipt.


 


“U.S. Person”
means any U.S. Person as defined in Regulation S.


 


32

















 


“Weighted Average Life
to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing (a) the then outstanding aggregate
principal amount of such Indebtedness into (b) the sum of the total of the
products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.


 


“Wholly Owned
Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of
such Person which at the time of determination is a Restricted Subsidiary of
such Person.


 


“Wholly Owned
Subsidiary” of any Person means any Subsidiary of such Person of which all
the outstanding voting securities (other than in the case of a foreign
Subsidiary, directors’ qualifying shares or an immaterial amount of shares
required to be owned by other Persons pursuant to applicable law) are owned by
such Person or any Wholly Owned Subsidiary of such Person.


 


Section 1.2.                                                      Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in
  Section

  
	
  “Agent Members”

  	
   

  	
  2.6

  
	
  “AI Certificated Note”

  	
   

  	
  2.1

  
	
  “AI Global Note”

  	
   

  	
  2.1

  
	
  “Event of Default”

  	
   

  	
  6.1

  
	
  “Foreign Person”

  	
   

  	
  2.6

  
	
  “Global Notes”

  	
   

  	
  2.1

  
	
  “Net Proceeds Offer”

  	
   

  	
  4.10

  
	
  “Net Proceeds Offers
  Amount”

  	
   

  	
  4.10

  
	
  “Net Proceeds Offers
  Trigger Date”

  	
   

  	
  4.10

  
	
  “Optional Redemption”

  	
   

  	
  3.7

  
	
  “Paying Agent”

  	
   

  	
  2.3

  
	
  “Permanent Regulation S
  Global Note”

  	
   

  	
  2.1

  
	
  “Private Placement
  Legend”

  	
   

  	
  2.6

  
	
  “Reference Date”

  	
   

  	
  4.7

  
	
  “Registrar”

  	
   

  	
  2.3

  
	
  “Regulation S Global
  Note”

  	
   

  	
  2.1

  
	
  “Restricted Payment”

  	
   

  	
  4.7

  
	
  “Rule 144A Global Note”

  	
   

  	
  2.1

  
	
  “Temporary Regulation S
  Global Note”

  	
   

  	
  2.1

  



 


33

















 


Section 1.3.                                                           Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.


 


The following TIA terms
used in this Indenture have the following meanings:


 


“indenture securities”
means the Notes;


 


“indenture security
holder” means a Holder;


 


“indenture to be
qualified” means this Indenture;


 


“indenture trustee”
or “institutional trustee” means the Trustee;


 


“obligor” on the
Notes means the Company and any successor obligor upon the Notes.


 


All other terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by Commission rule under the TIA have the meanings so
assigned to them.


 


Section 1.4.                                                           Rules
of Construction.


 


Unless the context
otherwise requires:


 


(a)                                  a
term has the meaning assigned to it;


 


(b)                                 an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(c)                                  “or”
is not exclusive;


 


(d)                                 words
in the singular include the plural, and in the plural include the singular;


 


(e)                                  provisions
apply to successive events and transactions; and


 


(f)                                    references
to sections of or rules under the Securities Act, the Exchange Act and the TIA
shall be deemed to include substitute, replacement and successor sections or
rules adopted by the Commission from time to time.


 


34

















 


Section 1.5.                                                      Acts
of Holders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 7.1 hereof) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.


 


(b)                                 The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him or her the execution thereof.  Where such execution is by an officer of a
corporation or a member of a partnership, on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute sufficient
proof of his or her authority.


 


(c)                                  The
ownership of Notes shall be proved by the register maintained by the Registrar.


 


(d)                                 Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and
the Holder of every Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Note.


 


ARTICLE II


 


THE NOTES


 


Section 2.1.                                                           Form
and Dating.


 


The Series A Notes and
the Trustee’s certificate of authentication relating thereto shall be substantially
in the form of Exhibit A hereto.  The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage in addition to those set forth in Exhibit A hereto.  The Series B Notes shall be substantially in
the form of Exhibit B hereto.  Each Note
shall be dated the date of its authentication. 
The Notes shall be in denominations of $1,000 and integral multiples
thereof.


 


35

















 


The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part
of this Indenture and the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.


 


Notes offered and sold in
reliance on Rule 144A shall be issued initially in the form of a single
permanent global Note in registered form, substantially in the form set forth
in Exhibit A hereto (the “Rule 144A Global Note”), deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set forth in Section 2.6(h) hereof. 
The aggregate principal amount of the Rule 144A Global Note may from
time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.


 


Notes offered and sold to
Accredited Investors (as defined in Rule 501(a)(1), (2), (3), (5) or (7) under
the Securities Act) shall be issued initially in the form of (i) a permanent
global Note (the “AI Global Note”) in registered form and (ii) a
Certificated Note (the “AI Certificated Note”) registered in such name and in
such denomination as the Company shall instruct the Trustee, each substantially
in the form set forth in Exhibit A hereto, deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6
hereof.


 


Notes offered and sold in
offshore transactions in reliance on Regulation S shall be issued initially in
the form of a single temporary global Note in registered form, substantially in
the form set forth in Exhibit A hereto (the “Temporary Regulation S Global
Note”), deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided and shall bear the legend set forth in Section 2.6(h)
hereof.  At any time following 40 days
after the later of the commencement of the offering of the Notes and the Issue
Date, upon receipt by the Trustee and the Company of a duly executed
certificate substantially in the form of Exhibit C(1) hereto, a single
permanent Global Note in registered form substantially in the form set forth in
Exhibit A (the “Permanent Regulation S Global Note,” and together with
the Temporary Regulation S Global Note, the “Regulation S Global Note”)
duly executed by the Company and authenticated by the Trustee as hereinafter
provided shall be deposited with the Trustee, as custodian for the Depositary,
and the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Regulation S Global Note in an amount
equal to the principal amount of the beneficial interest in the Regulation S
Global Note transferred.


 


The Rule 144A Global
Note, the AI Global Note and the Regulation S Global Note are sometimes
referred to herein as the “Global Notes.”


 


36

















 


Section 2.2.                                                           Execution
and Authentication.


 


An Officer of the Company
shall sign the Notes for the Company by manual or facsimile signature.


 


If the Officer whose
signature is on the Note was an Officer at the time of such execution but no
longer holds that office or position at the time a Note is authenticated, the
Note shall nevertheless be valid.


 


A Note shall not be valid
until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee, upon a
written order of the Company signed by two Officers of the Company, together
with the other documents required by Sections 11.4 and 11.5 hereof, shall
authenticate (i) Series A Notes for original issue on the Issue Date in the
aggregate principal amount not to exceed $152.0 million and (ii) subject to
Section 4.9 hereof, Additional Notes. 
The Trustee, upon written order of the Company signed by two Officers of
the Company, together with the other documents required by Sections 11.4 and
11.5 hereof, shall authenticate Series B Notes; provided that such
Series B Notes shall be issuable only upon the valid surrender for cancellation
of Series A Notes of a like aggregate principal amount in accordance with the
Exchange Offer or an exchange offer specified in any registration rights
agreement relating to the Additional Notes or to be offered in connection with
any issuance of Additional Notes pursuant to a registration statement filed
pursuant to the Securities Act.  Such
written order of the Company shall specify the amount of Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated.  Any Additional Notes
shall be part of the same issue as the Notes being issued on the Issue Date and
will vote on all matters as one class with the Notes being issued on the Issue
Date, including, without limitation, waivers, amendments, redemptions, Change
of Control Offers and Net Proceeds Offers. 
For the purposes of this Indenture, except for Section 4.9,
references to the Notes include Additional Notes, if any.


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Notes.  Unless otherwise provided in the
appointment, an authenticating agent may authenticate Notes whenever the
Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as an Agent to deal with the Company or with any Affiliate of the
Company.


 


Section 2.3.                                                           Registrar
and Paying Agent.


 


The Company shall
maintain an office or agency where Notes may be presented or surrendered for
registration of transfer or for exchange (“Registrar”) and an office or


 


37

















 


agency where Notes may be
presented for payment (“Paying Agent”). 
The Registrar shall keep a register of the Notes and of their transfer
and exchange.  At the option of the
Company, payment of interest and Additional Interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required
with respect to principal, Redemption Price and Purchase Price of, and interest
and Additional Interest (if any) on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Trustee
or the Paying Agent.  The Company may
appoint one or more co-registrars and one or more additional paying
agents.  The term “Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Paying Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company may act
as Paying Agent or Registrar.  The
Depositary shall, by acceptance of a Global Note, agree that transfers of
beneficial interests in such Global Note may be effected only through a
book-entry system maintained by the Depositary (or its agent), and that ownership
of a beneficial interest in the Note shall be required to be reflected in a
book entry.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Note Custodian with respect to the Global Notes, until such time as the Trustee
has resigned or a successor has been appointed.


 


Section 2.4.                                                           Paying
Agents to Hold Money in Trust.


 


The Company shall require
each Paying Agent other than the Trustee to agree in writing that such the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal and of any premium,
if any, interest and Additional Interest, if any, on the Notes, and shall
notify the Trustee of any default by the Company in making any such
payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee.  The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any money disbursed.  Upon
payment over to the Trustee, the Paying Agent (if other than the Company) shall
have no further liability for the money. 
If the Company acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.


 


Section 2.5.                                                           Holder
Lists.


 


The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of all Holders and shall otherwise
comply with TIA § 312(a).  If the
Trustee is not the Registrar, the Company or the Guarantors


 


38

















 


shall furnish or cause
the Registrar to furnish to the Trustee at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes, and the Company
shall otherwise comply with TIA § 312(a).


 


Section 2.6.                                                           Transfer
and Exchange.


 


(a)                                  Transfer
and Exchange Generally:  Book Entry
Provisions.  Upon surrender for
registration of transfer of any Note to the Registrar, and satisfaction of the
requirements for such transfer set forth in this Section 2.6, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Notes of any
authorized denominations and of a like aggregate principal amount and bearing
such restrictive legends as may be required by this Indenture.


 


Notes may be exchanged
for other Notes of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such
office or agency maintained by the Company pursuant to Section 4.2
hereof.  Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive bearing registration numbers not contemporaneously
outstanding.


 


All Notes presented or
surrendered for registration of transfer or exchange shall be duly endorsed, or
be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Registrar, and the Notes shall be duly
executed by the Holder thereof or his attorney duly authorized in writing.  Except as otherwise provided in this
Indenture, and in addition to the requirements set forth in the legend referred
to in Section 2.6(h)(i) below, in connection with any transfer of Transfer
Restricted Securities any request for transfer shall be accompanied by a
certification to the Trustee relating to the manner of such transfer
substantially in the form of Exhibit C(2) hereto.


 


(b)                                 Book-Entry
Provisions for the Global Notes. 
The Rule 144A Global Note, the AI Global Note and Regulation S Global
Note initially shall (i) be registered in the name of the Depositary or the
nominee of such Depositary, (ii) be delivered to the Trustee as custodian for
the Depositary and (iii) bear legends as set forth in Section 2.6(h)
hereof.


 


Members of, or
participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by
the Depositary, or the Trustee as its custodian, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair,


 


39

















 


as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note.


 


Transfers of the Rule
144A Global Note and the Regulation S Global Note shall be limited to transfers
of such Rule 144A Global Note or Regulation S Global Note in whole, but not in
part, to the Depositary, its successors or their respective nominees.  Beneficial interests in the Rule 144A Global
Note and the Regulation S Global Note may be transferred in accordance with the
applicable rules and procedures of the Depositary and the provisions of this
Section 2.6.  The registration of
transfer and exchange of beneficial interests in the Global Note, which does
not involve the issuance of a Certificated Note, shall be effected through the
Depositary, in accordance with this Indenture (including the restrictions on
transfer set forth herein) and the procedures of the Depositary therefor.  The Trustee shall have no responsibility or
liability for any act or omission of the Depositary.


 


At any time at the
request of the beneficial holder of an interest in the Rule 144A Global Note,
the AI Global Note or Permanent Regulation S Global Note to obtain a
Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof.  Upon receipt of any such request, the
Trustee, or the Note Custodian at the direction of the Trustee, will cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Note Custodian, the aggregate principal amount of the Rule
144A Global Note, the AI Global Note or Permanent Regulation S Global Note, as
appropriate, to be reduced by the principal amount of the Certificated Note
issued upon such request to such beneficial holder and, following such
reduction, the Company will execute and the Trustee will authenticate and
deliver to such beneficial holder (or its nominee) a Certificated Note or
Certificated Notes in the appropriate aggregate principal amount in the name of
such beneficial holder (or its nominee) and bearing such restrictive legends as
may be required by this Indenture.


 


(c)                                  Transfers
to Non-QIB Institutional Accredited Investors.  The following provisions shall apply with respect to the
registration of any proposed transfer of a Transfer Restricted Security to any
Institutional Accredited Investor that is not a QIB (other than any Person that
is not a U.S. Person as defined under Regulation S, a “Foreign Person”):


 


(i)                                     the
Registrar shall register the transfer of any Note, whether or not such Note
bears the Private Placement Legend, if (x) (A) the requested transfer is at
least two years after the later of the Issue Date of the Notes and (B) the proposed
transferee has certified to the Registrar that the requested transfer is at
least two years after last date on which such Note was held by an Affiliate of
the Company, or (y) the proposed transferee has delivered to the Registrar (A)
a certificate substantially in the form of Exhibit D hereto and (B) such
certifications, legal opinions and other information as


 


40

















 


the Trustee and the
Company may reasonably request to confirm that such transaction is in
compliance with the Securities Act; and


 


(ii)                                  if
the proposed transferor is an Agent Member holding a beneficial interest in the
Global Note, upon receipt by the Registrar of (x) the documents, if any,
required by clause (i) and (y) instructions given in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the Global
Note in an amount equal to the principal amount of the beneficial interest in
the Global Note to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Certificated Notes of like
tenor and amount.


 


(d)                                 Transfers
to QIBs.  The following provisions
shall apply with respect to the registration of any proposed transfer of a
Transfer Restricted Security to a QIB (other than Foreign Persons):


 


(i)                                     if
the Note to be transferred consists of Certificated Notes or an interest in the
Regulation S Global Note, the Registrar shall register the transfer if such
transfer is being made by a proposed transferor who has checked the box
provided for on a certificate substantially in the form of Exhibit C(2)
stating, or has otherwise advised the Company and the Registrar in writing,
that the sale has been made in compliance with the provisions of Rule 144A to a
transferee who is a QIB within the meaning of Rule 144A and is aware that the
sale to it is being made in reliance on Rule 144A; and


 


(ii)                                  if
the proposed transferee is an Agent Member, and the Note to be transferred
consists of Certificated Notes or an interest in the Regulation S Global Note,
upon receipt by the Registrar of the documents referred to in clause (i) and
instructions given in accordance with the Depositary’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and
an increase in the principal amount of the Rule 144A Global Note in an amount
equal to the principal amount of the Certificated Notes or the interest in the
Regulation S Global Note, as the case may be, to be transferred, and the
Trustee shall cancel the Certificated Notes or decrease the amount of the
Regulation S Global Note so transferred.


 


(e)                                  Transfers
of Interests in the Temporary Regulation S Global Note.  The following provisions shall apply with
respect to the registration of any proposed transfer of interests in the
Temporary Regulation S Global Note:


 


(i)                                     the
Registrar shall register the transfer of an interest in the Temporary
Regulation S Global Note if (x) the proposed transferor has delivered to the
Registrar a certificate substantially in the form of Exhibit E hereto stating,
among other things, that the proposed transferee is a Foreign Person or (y) the
proposed transferee is a QIB and the proposed transferor has checked the box
provided for on a certificate substantially


 


41

















 


in the form of Exhibit
C(2) stating, or has otherwise advised the Company and the Registrar in
writing, that the sale has been made in compliance with the provisions of Rule
144A to a transferee who is a QIB within the meaning of Rule 144A, and is aware
that the sale to it is being made in reliance on Rule 144A; and


 


(ii)                                  if
the proposed transferee is an Agent Member, upon receipt by the Registrar of
the documents referred to in clause (i)(y) above and instructions given in
accordance with the Depositary’s and the Registrar’s procedures, the Registrar
shall reflect on its books and records the date and an increase in the
principal amount of the Rule 144A Global Note in an amount equal to the
principal amount of the Temporary Regulation S Global Note to be transferred,
and the Trustee, as Note Custodian, shall decrease the amount of the Temporary
Regulation S Global Note.


 


(f)                                    Transfers
to Foreign Persons.  The following
provisions shall apply with respect to any transfer of a Transfer Restricted
Security to a Foreign Person:


 


(i)                                     the
Registrar shall register any proposed transfer of a Note to a Foreign Person
upon receipt of a certificate substantially in the form of Exhibit E hereto
from the proposed transferor and such certifications, legal opinions and other
information as the Trustee or the Company may reasonably request; and


 


(ii)                                  (a)
if the proposed transferor is an Agent Member holding a beneficial interest in
the Rule 144A Global Note or the Note to be transferred consists of
Certificated Notes, upon receipt by the Registrar of (x) the documents, if any,
required by paragraph (i) and (y) instructions in accordance with the
Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the Rule
144A Global Note in an amount equal to the principal amount of the beneficial
interest in the Rule 144A Global Note or cancel the Certificated Notes, as the
case may be, to be transferred, and (b) if the proposed transferee is an Agent
Member, upon receipt by the Registrar of instructions given in accordance with
the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on
its books and records the date and an increase in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the
Certificated Notes to be transferred, and the Trustee shall decrease the amount
of the Rule 144A Global Note.


 


(g)                                 The
Depositary.  The Depositary shall be
a clearing agency registered under the Exchange Act.  The Company initially appoints The Depository Trust Company to
act as Depositary with respect to the Global Notes.  Initially, the Rule 144A Global Note, the AI Global Note and the
Regulation S Global Note shall be issued to the Depositary, registered in the
name of Cede & Co., as the nominee of the Depositary, and deposited with
the Note Custodian for Cede & Co.


 


42

















 


Notes in Certificated
form issued in exchange for all or a part of a Global Note pursuant to this
Section 2.6 shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.  Upon execution and authentication, the
Trustee shall deliver such Certificated Notes in Certificated form to the
persons in whose names such Notes in Certificated form are so registered.


 


Certificated Notes shall
be transferred to all beneficial owners in exchange for their beneficial
interests in the Rule 144A Global Note, the AI Global Note or the Permanent
Regulation S Global Note, as the case may be, if at any time:


 


(i)                                     the
Depositary for the Notes notifies the Company that the Depositary is unwilling
or unable to continue as Depositary for the Rule 144A Global Note, the AI
Global Note or the Permanent Regulation S Global Note, as the case may be, and
a successor Depositary is not appointed by the Company within 90 days after
delivery of such notice; or


 


(ii)                                  the
Company, at its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of Certificated Notes under this Indenture,


 


and the Company shall
execute, and the Trustee shall, upon receipt of an authentication order in
accordance with Section 2.2 hereof, authenticate and deliver Certificated
Notes in an aggregate principal amount equal to the principal amount of the
Rule 144A Global Note, the AI Global Note or the Permanent Regulation S Global
Note, as the case may be, in exchange for such Global Notes.


 


(h)                                 Legends.  Except as permitted by the following
paragraphs (ii) and (iii), each Note certificate evidencing Global Notes and
Certificated Notes (and all Notes issued in exchange therefor or substitution
thereof) shall (x) be subject to the restrictions on transfer set forth in this
Section 2.6 (including those set forth in the legend below) unless such
restrictions on transfer shall be waived by written consent of the Company, and
the Holder of each Transfer Restricted Security, by such Holder’s acceptance
thereof, agrees to be bound by all such restrictions on transfer and (y) bear
the legend set forth below (the “Private Placement Legend”):


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW.  BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND
IS 


 


43

















 


ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT
OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3),
(5) OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”), (2) AGREES
THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE
RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO LAZY DAYS’ R.V. CENTER,
INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT
(IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF LAZY DAYS’ R.V. CENTER, INC. SO REQUESTS)
OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND LAZY DAYS’ R.V. CENTER, INC. SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  AS USED HEREIN, THE TERMS
“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 


44



















 


(ii)                                  Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer
Restricted Security represented by a Global Note) pursuant to Rule 144 under
the Securities Act or pursuant to an effective registration statement under the
Securities Act:


 


(a)                                  in
the case of any Transfer Restricted Security that is a Certificated Note, the
Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Security for a Certificated Note that does not bear the legend set forth in (i)
above and rescind any restriction on the transfer of such Transfer Restricted
Security; and


 


(b)                                 in
the case of any Transfer Restricted Security represented by a Global Note, such
Transfer Restricted Security shall not be required to bear the legend set forth
in (i) above, but shall continue to be subject to the provisions of
Section 2.6(b) hereof; provided, however, that with respect
to any request for an exchange of a Transfer Restricted Security that is
represented by a Global Note for a Certificated Note that does not bear the
legend set forth in (i) above, which request is made in reliance upon Rule 144,
the Holder thereof shall certify in writing to the Registrar that such request
is being made pursuant to Rule 144 (such certifications to be substantially in
the form of Exhibit C(2) hereto).


 


(iii)                               Notwithstanding
the foregoing, upon consummation of the Exchange Offer, the Company shall issue
and, upon receipt of an authentication order in accordance with
Section 2.2 hereof, the Trustee shall authenticate Series B Notes in
exchange for Series A Notes accepted for exchange in the Exchange Offer, which
Series B Notes shall not bear the legend set forth in (i) above, and the
Registrar shall rescind any restriction on the transfer of such Series A Notes,
in each case unless the Company has notified the Registrar in writing that the
Holder of such Series A Notes is either (A) a broker-dealer, (B) a Person
participating in the distribution of the Series A Notes or (C) a Person who is
an affiliate (as defined in Rule 144A) of the Company.


 


(iv)                              Each
Global Note, whether or not a Transfer Restricted Security, shall also bear the
following legend on the fact thereof:


 


THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY


 


45

















 


OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


(v)                                 Any
Global Note may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Indenture as may be required by the Note Custodian, the Depositary or by the
National Association of Securities Dealers, Inc. in order for the Notes to be
tradable on the PORTAL Market or tradable on Euroclear or Clearstream or as may
be required for the Notes to be tradable on any other market developed for
trading of securities pursuant to Rule 144A or Regulation S under the
Securities Act or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or
automated quotation system upon which the Notes may be listed or traded or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Notes are subject.


 


(i)                                     Cancellation
and/or Adjustment of Global Notes. 
At such time as all beneficial interests in Global Notes have been
exchanged for Certificated Notes, redeemed, repurchased or canceled, all Global
Notes shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. 
At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Certificated Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Notes shall
be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or the Note Custodian, at the direction of the Trustee, to reflect
such reduction. If any Certificated Note is exchanged for any beneficial
interest in a Global Note, such Certificated Note shall be delivered to the
Trustee for cancellation in accordance with Section 2.11 hereof and such
Global Note shall be increased accordingly and an endoresement shall be made on
such Global Note by the Trustee or the Note Custodian, at the direction of the
Trustee, to reflect


 


46

















 


such increase.  In the event of any transfer of any
beneficial interest between the Rule 144A Global Note and the Regulation S
Global Note in accordance with the standing procedures and instructions between
the Depositary and the Note Custodian and the transfer restrictions set forth
herein, the aggregate principal amount of each of the Rule 144A Global Note and
the Regulation S Global Note shall be appropriately increased or decreased, as
the case may be, and an endorsement shall be made on each of the Rule 144A
Global Note and the Regulation S Global Note by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction or
increase.


 


(j)                                     General
Provisions Relating to Transfers and Exchanges.  (i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Certificated Notes and
Global Notes at the Registrar’s request.


 


(ii)                                  No
service charge shall be made to a Holder for any registration of transfer, fee
or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 3.6 and 9.5 hereof).


 


(iii)                               The
Registrar shall not be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.


 


(iv)                              All
Certificated Notes and Global Notes issued upon any registration of transfer or
exchange of Certificated Notes or Global Notes shall be the valid obligations
of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Certificated Notes or Global Notes surrendered
upon such registration of transfer or exchange.


 


(v)                                 The
Company shall not be required:


 


(a)                                  to
issue, to register the transfer of or to exchange Notes during a period
beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.2 hereof and ending at the close of
business on the day of selection; or


 


(b)                                 to
register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; or


 


(c)                                  to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.


 


47

















 


(vi)                              Prior
to due presentment of the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of all
payments with respect to such Notes, and neither the Trustee, any Agent nor the
Company shall be affected by notice to the contrary.


 


(vii)                           The
Trustee shall authenticate Certificated Notes and Global Notes in accordance
with the provisions of Section 2.2 hereof.


 


Section 2.7.                                                           Replacement
Notes.


 


If any mutilated Note is
surrendered to the Trustee or either the Company or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the
Company shall issue and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2 hereof, shall authenticate a replacement Note
if the Trustee’s requirements for replacement of Notes are met.  If required by the Trustee or the Company,
an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The
Trustee and the Company each may charge such Holder for their expenses in
replacing such Note.


 


Every replacement Note is
an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


Section 2.8.                                                           Outstanding Notes.


 


The Notes outstanding at
any time are all the Notes that have been authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee or the Note
Custodian in accordance with the provisions hereof, and those described in this
Section as not outstanding.  Except
as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.


 


If a Note is replaced
pursuant to Section 2.7 hereof, it shall cease to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser for value.


 


If the principal amount of
any Note is considered paid under Section 4.1 hereof, it ceases to be
outstanding and interest on it ceases to accrue.


 


If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on
a Redemption Date or maturity date, money sufficient to pay Notes


 


48

















 


payable on that date,
then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.


 


Section 2.9.                                                      Treasury
Notes.


 


In determining whether
the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Affiliate
thereof shall be considered as though not outstanding, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such
direction, waiver of consent, only Notes that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.  The Company agrees to notify the Trustee of the existence of any
such treasury Notes or Notes owned by the Company or an Affiliate thereof.


 


Section 2.10.                                                Temporary
Notes.


 


Until Certificated Notes
are ready for delivery, the Company may prepare and the Trustee, upon receipt
of an authentication order in accordance with Section 2.2 hereof, shall
authenticate temporary Notes.  Temporary
Notes shall be substantially in the form of Certificated Notes, but may have
such variations as the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. 
Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate Certificated Notes in exchange for temporary Notes.


 


Holders of temporary
Notes shall be entitled to all of the benefits of this Indenture.


 


Section 2.11.                                                Cancellation.


 


The Company at any time
may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee, or at the direction of the
Trustee, the Registrar or Paying Agent, and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of all canceled Notes in accordance with the
Trustee’s usual procedures.  The Trustee
shall maintain a record of all canceled Notes. 
All cancelled Notes shall be delivered to the Company.  Subject to Section 2.7 hereof the
Company may not issue new Notes to replace Notes that have been paid or that
have been delivered to the Trustee for cancellation.


 


Section 2.12.                                                Defaulted
Interest.


 


If the Company defaults
in a payment of interest on the Notes, the Company shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record


 


49

















 


date, in each case at the
rate provided in the Notes and in Section 4.1 hereof.  The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. 
The Company shall fix or cause to be fixed each such special record date
and payment date; provided that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted
interest.  At least 15 days before the
special record date, the Company (or, upon the written request of the Company,
the Trustee in the name and at the expense of the Company) shall mail or cause
to be mailed to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.


 


Section 2.13.                                                Persons
Deemed Owners.


 


Prior to due presentment
of a Note for registration of transfer and subject to Section 2.12 hereof,
the Company, the Trustee, any Paying Agent, any co-registrar and any Registrar
may deem and treat the person in whose name any Note shall be registered upon
the register of Notes kept by the Registrar as the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
the ownership or other writing thereon made by anyone other than the Company,
any co-registrar or any Registrar) for the purpose of receiving all payments
with respect to such Note and for all other purposes, and none of the Company,
the Trustee, any Paying Agent, any co-registrar or any Registrar shall be
affected by any notice to the contrary.


 


Section 2.14.                                                CUSIP
Numbers.


 


The Company in issuing
the Notes may use a “CUSIP” number, and if so, the Trustee shall use the CUSIP
number in notices of redemption or exchange as a convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness
or accuracy of the CUSIP number printed in the notice or on the Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes.  The Company shall notify the
Trustee of any change to the CUSIP numbers.


 


ARTICLE III


 


REDEMPTION AND REPURCHASE


 


Section 3.1.                                                      Notices
to Trustee.


 


If the Company elects to
redeem Notes pursuant to the provisions of Section 3.7 or 3.8 hereof, it
shall furnish to the Trustee, at least 30 days but not more than 60 days before
the Redemption Date (unless a shorter notice period shall be satisfactory to
the Trustee), an Officers’ Certificate setting forth the Section of this
Indenture pursuant to which the redemption shall occur, the Redemption Date,
the principal amount of Notes to be redeemed and the Redemption Price.


 


50

















 


If the Registrar is not
the Trustee, the Company shall, concurrently with each notice of redemption or
repurchase, cause the Registrar to deliver to the Trustee a certificate (upon
which the Trustee may rely) setting forth the principal amounts of Notes held
by each Holder.


 


Section 3.2.                                                      Selection
of Notes.


 


Except as set forth
below, if less than all of the Notes are to be redeemed, the Trustee shall
select the Notes or portions thereof to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, on which
such Notes are listed or, if such Notes are not then listed on a national
securities exchange, on a pro  rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate.  In the event of partial redemption by lot,
the particular Notes or portions thereof to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior
to the Redemption Date (unless a shorter period shall be satisfactory to the
Trustee) by the Trustee from the outstanding Notes not previously called for
redemption.


 


If less than all of the
Notes tendered are to be repurchased pursuant to the provisions of
Section 3.8 hereof, the Trustee shall select the Notes only on a pro
rata basis or on as nearly a pro  rata basis as is
practicable (subject to DTC procedures), unless such method is otherwise
prohibited.


 


The Trustee shall
promptly notify the Company in writing of the Notes or portions thereof
selected for redemption or repurchase and, in the case of any Note selected for
partial redemption or repurchase, the principal amount thereof to be redeemed
or repurchased.  Notes and portions
thereof selected shall be in amounts of $1,000 or integral multiples of $1,000,
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed.  No Notes of
a principal amount of $1,000 or less shall be redeemed in part.


 


Section 3.3.                                                      Notice
of Optional Redemption.


 


In the event Notes are to
be redeemed pursuant to Section 3.7 or 3.8 hereof, at least 30 days but
not more than 60 days before the Redemption Date, the Company shall send, by
first-class mail, a notice of redemption to each Holder whose Notes are to be
redeemed in whole or in part, with a copy to the Trustee.


 


The notice shall identify
the Notes or portions thereof to be redeemed (including the CUSIP number, if
any) and shall state:


 


(a)                                  the
Redemption Date;


 


(b)                                 the
Redemption Price;


 


51

















 


(c)                                  if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date, upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
will be issued;


 


(d)                                 the
name and address of the Paying Agent;


 


(e)                                  that
Notes called for redemption must be surrendered to the Paying Agent to collect
the Redemption Price, Additional Interest, if any, and, unless the Redemption
Date is after a record date and or before the succeeding interest payment date,
accrued interest thereon to the Redemption Date;


 


(f)                                    that,
unless the Company defaults in making the redemption payment, interest and any
Additional Interest on Notes called for redemption will cease to accrue on and
after the Redemption Date, and the only remaining right of the Holders of such
Notes is to receive payment of the Redemption Price, any Additional Interest
and, unless the Redemption Date is after a record date and on or before the
succeeding interest payment date, accrued interest thereon to the Redemption
Date upon surrender to the Paying Agent of the Notes redeemed;


 


(g)                                 if
fewer than all the Notes are to be redeemed, the identification of the
particular Notes (or portions thereof) to be redeemed, as well as the aggregate
principal amount of the Notes to be redeemed and the aggregate principal amount
of Notes to be outstanding after such partial redemption;


 


(h)                                 the
section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and


 


(i)                                     that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes and that reliance
may be placed only on the other identification numbers printed on the Notes.


 


At the Company’s request,
the Trustee shall give the notice of redemption in the Company’s name and at
its expense; provided that the Company shall deliver to the Trustee, at
least 30 days prior to the Redemption Date, an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph.


 


Section 3.4.                                                      Effect
of Notice of Redemption.


 


Once notice of redemption
is mailed, Notes or portions thereof called for redemption become due and
payable on the Redemption Date at the Redemption Price.  Upon surrender to any Paying Agent, such
Notes or portions thereof shall be paid at the Redemption


 


52

















 


Price, plus
Additional Interest, if any, and accrued interest to the Redemption Date; provided,
however, that installments of interest which are due and payable on or
prior to the Redemption Date shall be payable to the Holders of such Notes,
registered as such, at the close of business on the relevant record date for
the payment of such installment of interest.


 


Section 3.5.                                                      Deposit
of Redemption Price or Purchase Price.


 


On or before 10:00 a.m.
Eastern Time on each Redemption Date or Purchase Date, the Company shall
irrevocably deposit with the Trustee or with the Paying Agent money sufficient
to pay the aggregate amount due on all Notes to be redeemed or repurchased on
that date, including without limitation any accrued and unpaid interest and
Additional Interest, if any, to the Redemption Date or Purchase Date.  Upon written request by the Company, the
Trustee or the Paying Agent shall promptly return to the Company any money not
required for that purpose.


 


Unless the Company
defaults in making such payment, interest and any Additional Interest on the
Notes to be redeemed or repurchased will cease to accrue on the applicable
Redemption Date or Purchase Date, whether or not such Notes are presented for
payment.  If any Note called for
redemption shall not be so paid upon surrender because of the failure of the
Company to comply with the preceding paragraph, interest will be paid on the
unpaid principal, from the applicable Redemption Date or Purchase Date until
such principal is paid, and on any interest not paid on such unpaid principal,
in each case at the rate provided in the Notes and in Section 4.1 hereof.


 


Section 3.6.                                                      Notes
Redeemed or Repurchased in Part.


 


Upon surrender of a Note
that is redeemed or repurchased in part, the Company shall issue and the
Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to portion of the Note surrendered that is not
to be redeemed or repurchased.


 


Section 3.7.                                                      Optional
Redemption.


 


The Company may redeem
any or all of the Notes at any time as set forth in paragraph 5 of the Notes
(an “Optional Redemption”).  Any
redemption pursuant to this Section 3.7 shall be made pursuant to the
provisions of Sections 3.1 through 3.6 hereof.


 


Section 3.8.                                                      Optional
Redemption upon Equity Offerings.


 


In the event the Company
completes one or more Equity Offerings on or before May 15, 2007, the Company
may, at its option, use the net cash proceeds from any such Equity Offering to
redeem up to 35% of the original principal amount of the Notes at a Redemption
Price equal to 111.75% of the principal amount thereof, together with accrued
and


 


53

















 


unpaid interest and
Additional Interest thereon, if any, to the date of redemption; provided,
however, that at least 65% of the original principal amount of the Notes
initially issued under this Indenture will remain outstanding immediately after
any such redemption; and provided, further, that the Company
shall make such redemption not more than 90 days after the consummation of any
such Equity Offering.  Any redemption
pursuant to this Section 3.8 shall be made pursuant to the provisions of
Sections 3.1 through 3.6 hereof.


 


Section 3.9.                                                      Repurchase
upon Change of Control Offer.


 


In the event that,
pursuant to Section 4.15 hereof, the Company shall be required to commence
a Change of Control Offer, it shall follow the procedures specified below.


 


Within 30 days following
the date upon which the Change of Control occurred, the Company must send, by
first-class mail, a notice to each Holder, with a copy to the Trustee.  The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Change of Control Offer.  The Change of
Control shall be made to all Holders. 
The notice, which shall govern the terms of the Change of Control Offer,
shall state:


 


(a)                                  the
transaction or transactions that constitute the Change of Control, providing
information, to the extent publicly available, regarding the Person or Persons
acquiring control, and stating that the Change of Control Offer is being made
pursuant to this Section 3.9 and Section 4.15 hereof and that, to the
extent lawful, all Notes tendered will be accepted for payment;


 


(b)                                 the
Purchase Price, the last day of the Change of Control Offer Period and the
Purchase Date, which must be no earlier than 30 days nor later than 60 days
from the date such notice is mailed, other than as may be required by law (the
“Change of Control Payment Date”);


 


(c)                                  that
any Note not properly tendered or otherwise not accepted for repurchase will
continue to accrue interest and Additional Interest, if any;


 


(d)                                 that,
unless the Company defaults in the payment of the amount due on the Change of
Control Payment Date, all Notes or portions thereof accepted for repurchase
pursuant to the Change of Control Offer shall cease to accrue interest and
Additional Interest, if any, after the Change of Control Payment Date;


 


(e)                                  that
Holders electing to have any Notes purchased pursuant to the Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer
by book-entry transfer, to the Company, a Depositary, if appointed by the
Company,


 


54

















 


or a Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day prior to the Change of Control Payment Date;


 


(f)                                    that
Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than
the Change of Control Offer Payment Date, a telegram, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes
delivered for repurchase, and a statement that such Holder is withdrawing his
election to have the Notes redeemed in whole or in part; and


 


(g)                                 that
Holders whose Notes are being repurchased only in part will be issued new Notes
equal in principal amount to the portion of the Notes tendered (or transferred
by book-entry transfer) that is not to be repurchased, which portion must be
equal to $1,000 in principal amount or an integral multiple thereof.


 


On or before the Change
of Control Payment Date, the Company shall to the extent lawful, (i) accept for
payment all Notes or portions thereof properly tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent an amount equal to the
Purchase Price, together with accrued and unpaid interest and Additional
Interest, if any, thereon to the Change of Control Payment Date in respect of
all Notes or portions thereof so tendered and accepted for repurchase and (iii)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes
or portions thereof being repurchased by the Company.  The Paying Agent shall promptly (but in any case not later than
five days after the Change of Control Payment Date) mail to each Holder of
Notes so repurchased the amount due in connection with such Notes, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company in the form of an Officers’ Certificate shall authenticate and
mail or deliver (or cause to transfer by book entry) to each relevant Holder a
new Note, in a principal amount equal to any unpurchased portion of the Notes
surrendered to the Holder thereof; provided that each such new Note
shall be in a principal amount of $l,000 or and integral multiple thereof.  The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.


 


If the Change of Control
Payment Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest and Additional
Interest, if any, in each case to the Change of Control Payment Date, shall be
paid to the Person in whose name a Note is registered at the close of business
on such record date, and no additional interest shall be payable to Holders
pursuant to the Change of Control Offer.


 


Section 3.10.                                                Repurchase
upon Application of Excess Proceeds.


 


In the event that,
pursuant to Section 4.10 hereof, the Company shall be required to commence
a Net Proceeds Offer, it shall follow the procedures specified below.


 


55

















 


The notice shall contain
all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Net Proceeds Offer.  The
Net Proceeds Offer shall be made to all Holders.  Each Net Proceeds Offer will be mailed to the record Holders as
shown on the register of Holders within 30 days following the Net Proceeds
Offer Trigger Date, with a copy to the Trustee, and shall comply with the
procedures set forth in this Indenture. 
Upon receiving notice of the Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash.  A Net Proceeds Offer
shall remain open for a period of 20 Business Days or such longer period as may
be required by law.  The notice, which
shall govern the terms of the Net Proceeds Offer, shall state:


 


(a)                                  that
the Net Proceeds Offer is being made pursuant to this Section 3.10 and
Section 4.10 hereof;


 


(b)                                 the
Net Proceeds Offer Amount, the Purchase Price and the Purchase Date;


 


(c)                                  that
any Note not properly tendered or otherwise not accepted for repurchase shall
continue to accrue interest and Additional Interest, if any;


 


(d)                                 that,
unless the Company defaults in the payment of the amount due on the Purchase
Date, all Notes or portions thereof accepted for repurchase pursuant to the Net
Proceeds Offer shall cease to accrue interest and Additional Interest, if any,
after the Purchase Date;


 


(e)                                  that
Holders electing to have any Notes repurchased pursuant to any Net Proceeds
Offer shall be required to tender the Notes, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by
book-entry transfer, to the Company, a Depositary, if appointed by the Company,
or a Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Purchase Date;


 


(f)                                    that
Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than
the Purchase Date, a telegram, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Notes delivered for
repurchase and a statement that such Holder is withdrawing his election to have
such Notes repurchased in whole or in part;


 


(g)                                 that,
to the extent Holders properly tender Notes and holders of Indebtedness of the
Company that ranks pari  passu in right of payment with the Notes
properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer
Amount, the tendered Notes and such other pari  passu Indebtedness
will be purchased on a pro  rata basis based on the aggregate
principal amounts of Notes and such other


 


56

















 


pari  passu
Indebtedness tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro  rata basis based on the amount of
Notes tendered); and


 


(h)                                 that
Holders whose Notes are being repurchased only in part will be issued new Notes
equal in principal amount to the portion of the Notes tendered (or transferred
by book-entry transfer) that is not to be repurchased, which portion must be
equal to $1,000 in principal amount or an integral multiple thereof.


 


On or before the Purchase
Date, the Company shall to the extent lawful, (i) accept for payment, on a pro
rata basis in accordance with this Indenture to the extent necessary,
the Net Proceeds Offer Amount of (A) Notes or portions thereof properly
tendered pursuant to the Net Proceeds Offer and (B) properly tendered other
Indebtedness of the Company that ranks pari  passu in right of
payment with the Notes, or if less than the Net Proceeds Offer Amount has been
tendered, all Notes and such other pari  passu Indebtedness
properly tendered, (ii) deposit with the Paying Agent an amount equal to the
Purchase Price, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the Purchase Date, in respect of all Notes or
portions thereof so tendered and accepted for repurchase and (iii) deliver or
cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Company.  The Paying Agent shall promptly (but in any case not later than
five days after the Purchase Date) mail to each Holder of Notes so repurchased
the amount due in connection with such Notes, and the Company shall promptly
issue a new Note, and the Trustee, upon written request from the Company in the
form of an Officers’ Certificate shall authenticate and mail or deliver such
new Note to such Holder, in a principal amount equal to any unpurchased portion
to the Holder thereof; provided that each such new Note shall be in a
principal amount of $1,000 or an integral multiple thereof.  The Company shall publicly announce the
results of the Net Proceeds Offer on or as soon as practicable after the
Purchase Date.


 


If the Purchase Date is
on or after an interest record date and on or before the related interest
payment date, any accrued and unpaid interest and Additional Interest, if any,
in each case to the Purchase Date, shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no
additional interest shall be payable to Holders to the Net Proceeds Offer.


 


Section 3.11.                                                Repurchase
of Notes at the Option of the Holder from Free Cash Flow.


 


If the Company’s Free
Cash Flow for any six month period ending on either June 30 or
December 31 of any fiscal year, commencing with the six month period
ending December 31, 2004 exceeds $0, the Company shall, on or before the
30th day following the filing of a Form 10-Q with the Commission in the case of
a six month period ending on a June 30 and the filing of a Form 10-K with
the Commission in the case of a six month period ending on a December 31
(each such filing date an “Applicable Filing Date”), offer to purchase
from all Holders of Notes (the “Free Cash Flow Offer”), on a pro  rata
basis at a purchase


 


57

















 


price equal to the
Prevailing Market Price, up to such principal amount (expressed as a multiple
of $1,000) of Notes that can be purchased (rounded to the nearest $1000) at the
Prevailing Market Price utilizing 50% (or 58% in the case of the six month
period ending December 31, 2004) of such Free Cash Flow for such six month
period.  If the aggregate purchase price
of the Notes tendered pursuant to any Free Cash Flow Offer is less than an
amount equal to 50% (or 58% in the case of the six month period ending
December 31, 2004) of such Free Cash Flow relating to such period (such
difference the “Carryover Amount”), the Company will include such
Carryover Amount in the amount of the Free Cash Flow Offer for the next
succeeding six month period (but no other subsequent six month period), or if
the Free Cash Flow for such succeeding six month period is not greater than $0,
make a Free Cash Flow Offer in an amount equal to such Carryover Amount on or
before the 30th day following the Applicable Filing Date relating to such
succeeding six month period, and any Notes tendered pursuant to a Free Cash
Flow Offer should be deemed to first utilize the Carryover Amount, if any.


 


Each Free Cash Flow Offer
will be mailed, with a copy to the Trustee, and shall comply with the
procedures set forth in this Indenture. 
Upon receiving notice of the Free Cash Flow Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash.  A Free Cash Flow
Offer shall remain open for a period of 20 Business Days or such longer period
as may be required by law.  To the
extent the Free Cash Flow for any six month period is less than $1.0 million,
the Company may elect not to make a Free Cash Flow Offer for such period and,
in lieu thereof add such Free Cash Flow to the amount of Free Cash Flow for the
next succeeding six month period.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations to the extent such laws and regulations are
applicable in connection with the repurchase of Notes pursuant to a Free Cash
Flow Offer.  To the extent that the
provisions of any securities laws or regulations conflict with this
Section 3.11, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations by
virtue thereof.


 


ARTICLE IV


 


COVENANTS


 


Section 4.1.                                                      Payment
of Principal and Interest.


 


The Company shall pay or
cause to be paid the principal, Redemption Price and Purchase Price of, and
interest on the Notes on the dates, in the amounts and in the manner provided
herein and in the Notes.  Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay the aggregate amount
then


 


58

















 


due.  The Company shall pay all Additional
Interest, if any, on the dates, in the amounts and in the manner set forth in
the Registration Rights Agreement.


 


The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal, Redemption Price and Purchase Price at
the same rate per annum on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.


 


Section 4.2.                                                      Maintenance
of Office or Agency.


 


The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Office of the
Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its
obligations to maintain an office or agency in the Borough of Manhattan, the
City of New York, for such purposes. 
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.3 hereof.  The Trustee may resign such agency at any
time by giving written notice to the Company no later than 30 days prior to the
effective date of such resignation.


 


Section 4.3.                                                      Reports
to Holders.


 


Whether or not required
by the rules and regulations of the Commission, so long as any Notes are
outstanding, the Company will furnish the Holders, with a copy to the Trustee:


 


(a)                                  all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company


 


59

















 


were required to file
such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” that describes the financial condition and
results of operations of the Company and its consolidated Subsidiaries (showing
in reasonable detail, either on the face of the financial statements or in the
footnotes thereto and in Management’s Discussion and Analysis of Financial
Condition and Results of Operations, the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company, if any) and, with respect to the annual information only, a
report thereon by the Company’s certified independent accountants; and


 


(b)                                 all
current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports, in each case within the
time periods specified in the Commission’s rules and regulations.


 


In addition, following
the consummation of the exchange offer contemplated by the Registration Rights
Agreement, whether or not required by the rules and regulations of the
Commission, the Company will file a copy of all such information and reports
with the Commission for public availability within the time periods specified
in the Commission’s rules and regulations (unless the Commission will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. 
In addition, the Company has agreed that, for so long as any Notes
remain outstanding, it will furnish to the Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


Section 4.4.                                                      Compliance
Certificate.


 


The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture in all material respects, and further stating, as to each such
Officer signing such certificate, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture in all material respects and is not in Default in
the performance or observance of any of the terms, provisions and conditions of
this Indenture (and, if a Default or an Event of Default shall have occurred,
describing all such Defaults or Events of Default) of which he or she may have
knowledge, and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which, payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event.


 


60

















 


So long as not contrary
to the then current recommendations of the American Institute of Certified
Public Accountants, the year-end financial statements delivered pursuant to
Section 4.3 hereof shall be accompanied by a written statement of the
Company’s independent public accountants (who shall be a firm of established
national reputation) that in making the examination necessary for certification
of such financial statements, nothing has come to their attention that would
lead them to believe that the Company has violated any provisions of
Article IV or Article V or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.


 


The Company shall, so
long as any of the Notes are outstanding, deliver to the Trustee, forthwith
(and in any event within five Business Days) upon any Officer of the Company
becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default.


 


Section 4.5.                                                      Taxes.


 


The Company shall pay or
discharge, and shall cause each of its Subsidiaries to pay or discharge, prior
to delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders of the Notes.


 


Section 4.6.                                                      Stay,
Extension and Usury Laws.


 


The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the execution
of every such power as though such law has not been enacted.


 


Section 4.7.                                                      Limitation
on Restricted Payments.


 


The Company will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly:


 


(1)                                  declare
or pay any dividend or make any distribution (other than dividends or
distributions payable in Qualified Capital Stock of the Company) on or in
respect


 


61

















 


of shares of the
Company’s Capital Stock to holders of such Capital Stock in their capacity as
such;


 


(2)                                  purchase,
redeem or otherwise acquire or retire for value any Capital Stock of the
Company;


 


(3)                                  make
any principal payment on, purchase, defease, redeem, prepay, decrease or
otherwise acquire or retire for value, prior to any scheduled final maturity,
scheduled repayment or scheduled sinking fund payment, any Subordinated
Indebtedness; or


 


(4)                                  make
any Investment (other than Permitted Investments)


 


(each of the foregoing
actions set forth in clauses (1), (2), (3) and (4) being referred to as a “Restricted
Payment”); if at the time of such Restricted Payment or immediately after
giving effect thereto,


 


(i)                                     a
Default or an Event of Default shall have occurred and be continuing; or


 


(ii)                                  the
Company is not able to incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with Section 4.9 hereof; or


 


(iii)                               the
aggregate amount of Restricted Payments (including such proposed Restricted
Payment) made subsequent to the Issue Date (the amount expended for such
purposes, if other than in cash, being the fair market value of such property
as determined in good faith by the Board of Directors of the Company) shall
exceed the sum of:


 


(w)                               50%
of the cumulative Consolidated Net Income (or if cumulative Consolidated Net
Income shall be a loss, minus 100% of such loss) of the Company earned
subsequent to the beginning of the first fiscal quarter following the Issue
Date and on or prior to the date the Restricted Payment occurs (the “Reference
Date”) (treating such period as a single accounting period); plus


 


(x)                                   100%
of the aggregate net cash proceeds received by the Company from any Person
(other than a Subsidiary of the Company) from the issuance and sale subsequent
to the Issue Date and on or prior to the Reference Date of Qualified Capital
Stock of the Company or warrants, options or other rights to acquire Qualified
Capital Stock of the Company (but excluding any debt security that is
convertible into, or exchangeable for, Qualified Capital Stock until such
conversion or exchange and excluding the net cash proceeds


 


62

















 


from the issuance or
reissuance of Capital Stock to any former or current officer, director,
consultant or employee of the Company (or any direct or indirect parent of the
Company) and its Restricted Subsidiaries to the extent such amounts have been
applied to make a Restricted Payment pursuant to clause (4) of the next
succeeding paragraph); plus


 


(y)                                 without
duplication of any amounts included in clause (iii)(x) above, 100% of the
aggregate net cash proceeds of any equity contribution received by the Company
from a holder of the Company’s Capital Stock subsequent to the Issue Date and
on or prior to the Reference Date; plus


 


(z)                                   without
duplication, the sum of:


 


(1)                                  the
aggregate amount returned in cash on or with respect to Investments (other than
Permitted Investments) made subsequent to the Issue Date whether through
interest payments, principal payments, dividends or other distributions or
payments;


 


(2)                                  the
net cash proceeds received by the Company or any of its Restricted Subsidiaries
from the disposition of all or any portion of such Investments (other than to a
Subsidiary of the Company); and


 


(3)                                  upon
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the
fair market value of such Subsidiary;


 


provided,
however, that the sum of clauses (1), (2) and (3) above shall not exceed
the aggregate amount of all such Investments made subsequent to the Issue Date.


 


Notwithstanding the
foregoing, the provisions set forth in the immediately preceding paragraph do
not prohibit:


 


(1)                                  the
payment of any dividend within 60 days after the date of declaration of such
dividend if the dividend would have been permitted on the date of declaration;


 


(2)                                  if
no Default or Event of Default shall have occurred and be continuing, the
acquisition of any shares of Capital Stock of the Company, either (i) solely in
exchange for shares of Qualified Capital Stock of the Company or (ii) through
the application of net proceeds of a substantially concurrent sale for cash
(other than to a Subsidiary of the Company) of shares of Qualified Capital
Stock of the Company or a contribution to the common equity of the Company;


 


63

















 


(3)                                  if
no Default or Event of Default shall have occurred and be continuing, the
acquisition of any Subordinated Indebtedness either (i) solely in exchange for
shares of Qualified Capital Stock of the Company, or (ii) through the
application of net proceeds of a substantially concurrent sale for cash (other
than to a Subsidiary of the Company) of (a) shares of Qualified Capital Stock
of the Company or a contribution to the common equity of the Company or (b)
Refinancing Indebtedness;


 


(4)                                  so
long as no Default or Event of Default shall have occurred and be continuing,
the repurchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary (or payments to any
direct or indirect parent of the Company to permit it to purchase its Capital
Stock) held by any current or former officer, director, consultant or employee
of the Company or any of its Restricted Subsidiaries (or any direct or indirect
parent of the Company) pursuant to any equity subscription agreement, stock
option agreement, shareholders’ agreement or similar agreement; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Capital Stock may not exceed $1.0 million in any calendar year (with
unused amounts in any calendar year being carried over to succeeding calendar
years); provided, further, that such amount in any calendar year
may be increased by an amount not to exceed the aggregate cash proceeds
received by the Company or its Restricted Subsidiaries from any issuance or
reissuance of Capital Stock to any current or former officer, director,
consultant or employee of the Company (or any direct or indirect parent of the
Company) and its Restricted Subsidiaries and the proceeds to the Company or its
Restricted Subsidiaries of any “key man” life insurance policies; provided,
however, that the cancellation of Indebtedness owing to the Company or
its Restricted Subsidiaries from any current, former or future officers,
directors, consultants or employees of the Company or any Restricted Subsidiary
in connection with such repurchase of Capital Stock will not be deemed to be a
Restricted Payment;


 


(5)                                  Permitted
Payments to Parent;


 


(6)                                  the
repurchase of Capital Stock deemed to occur upon the exercise of stock options
to the extent such Capital Stock represent a portion of the exercise price of
those stock options;


 


(7)                                  the
declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of Disqualified Capital Stock of the Company issued on
or after the Issue Date in accordance with Section 4.9 hereof;


 


(8)                                  the
repurchase (or the distribution of amounts to Holdings or any other direct or
indirect parent of the Company to fund any such repurchase) of Capital Stock of
the Company or Holdings or any other direct or indirect parent of the Company
constituting fractional shares; and


 


64

















 


(9)                                  additional
Restricted Payments in an amount not to exceed $5.0 million.


 


In determining the
aggregate amount of Restricted Payments made subsequent to the Issue Date in
accordance with clause (iii) of the immediately preceding paragraph, only
amounts expended pursuant to clauses (1), (2)(ii), (3)(ii)(a) and (6) shall be
included in such calculation.


 


Section 4.8.                                                      Limitation
on Dividend and Other Payment Restrictions Affecting Subsidiaries.


 


The Company will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or permit to exist or become effective
any encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1)                                  pay
dividends or make any other distributions on or in respect of its Capital
Stock;


 


(2)                                  make
loans or advances to the Company or any other Restricted Subsidiary or to pay
any Indebtedness or other obligation owed to the Company or any other
Restricted Subsidiary of the Company; or


 


(3)                                  transfer
any of its property or assets to the Company or any other Restricted Subsidiary
of the Company,


 


except in each case for
such encumbrances or restrictions existing under or by reason of:


 


(a)                                  applicable
law, rule, regulation or order;


 


(b)                                 this
Indenture;


 


(c)                                  customary
non-assignment provisions of any contract or license or any lease governing a
leasehold interest of any Restricted Subsidiary of the Company;


 


(d)                                 any
instrument governing Acquired Indebtedness or Capital Stock of a Person
acquired by the Company or a Restricted Subsidiary, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person or the properties or assets of the Person so
acquired;


 


(e)                                  agreements
existing on the Issue Date to the extent and in the manner such agreements are
in effect on the Issue Date;


 


(f)                                    the
Credit Facilities;


 


65

















 


(g)                                 restrictions
on the transfer of assets subject to any Lien permitted under this Indenture
imposed by the holder of such Lien;


 


(h)                                 restrictions
imposed by any agreement to sell assets or Capital Stock permitted under this
Indenture to any Person pending the closing of such sale;


 


(i)                                     customary
provisions in joint venture agreements, asset sale agreements, stock sale
agreements, sale-leaseback agreements and other similar agreements (in each
case relating solely to the respective joint venture or similar entity or the
equity interests therein) entered into in the ordinary course of business;


 


(j)                                     purchase
money obligations for property acquired in the ordinary course of business and
Capitalized Lease Obligations that impose restrictions on the property
purchased or leased of the nature described in clause (10) of the definition of
“Permitted Indebtedness”;


 


(k)                                  restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business;


 


(l)                                     Indebtedness
of any Restricted Subsidiary; provided, however, that the Board
of Directors of the Company determines in good faith at the time such dividend
or other payment restrictions are created that they do not materially adversely
affect the Company’s ability to fulfill its obligations under the Notes and
this Indenture;


 


(m)                               Indebtedness
or other contractual agreements of a Receivables Entity in connection with a
Qualified Receivables Transaction; provided that such restrictions only
apply to such Receivables Entity; and


 


(n)                                 an
agreement governing Indebtedness incurred to Refinance the Indebtedness issued,
assumed or incurred pursuant to an agreement referred to in clauses (b), (d),
(e), (f), (g) and (j) above; provided, however, that the
provisions relating to such encumbrance or restriction contained in any such
Indebtedness are no less favorable to the Company in any material respect as
determined by the Board of Directors of the Company in their reasonable and
good faith judgment than the provisions relating to such encumbrance or
restriction contained in agreements referred to in such clauses (b), (d), (e),
(f), (g) and (j).


 


Section 4.9.                                                      Limitation
on Incurrence of Additional Indebtedness.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume, guarantee, acquire, become
liable, contingently or otherwise, with respect to, or otherwise become
responsible for payment of (collectively, “incur”) any Indebtedness
(other than Permitted Indebtedness); provided, however,


 


66

















 


that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any of
its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and any Restricted Subsidiary of the Company that is not or will
not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness,
in each case if on the date of the incurrence of such Indebtedness, after
giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage
Ratio of the Company would have been greater than 2.0 to 1.0 if such
Indebtedness is incurred on or before December 31, 2005 or greater than
2.25 to 1.0 if such Indebtedness is incurred thereafter.  Notwithstanding the preceding sentence, the
Company will not incur Pari Passu Indebtedness (other than Permitted
Indebtedness) unless after giving effect to the incurrence of such Pari Passu
Indebtedness, the Leverage Ratio of the Company is less than or equal to 2.5 to
1.0.


 


(b)                                 The
Company will not, and will not permit any Guarantor to, directly or indirectly,
incur any Indebtedness which by its terms (or by the terms of any agreement
governing such Indebtedness) is expressly subordinated in right of payment to
any other Indebtedness of the Company or such Guarantor, as the case may be,
unless such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate to the Notes or the
applicable Guarantee, as the case may be, to the same extent and in the same
manner as such Indebtedness is subordinated to other Indebtedness of the
Company or such Guarantor, as the case may be. 
For purposes of the foregoing, no Indebtedness will be deemed to be subordinated
in right of payment to any other Indebtedness of the Company or any Guarantor
solely by virtue of such Indebtedness being unsecured or secured to a greater
or lesser extent or with greater or lesser priority.


 


Section 4.10.                                                Limitation
on Asset Sales.


 


(A)                              The
Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:


 


(1)                                  the
Company or the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value of the assets sold or otherwise disposed of (as determined in good faith
by the Company’s Board of Directors);


 


(2)                                  at
least 75% of the consideration received by the Company or the Restricted
Subsidiary, as the case may be, from such Asset Sale shall be in the form of
cash, Cash Equivalents and/or Replacement Assets (as defined) and is received
at the time of such disposition; provided that (a) the amount of any
liabilities (as shown on the Company’s or such Restricted Subsidiary’s most
recent balance sheet) of the Company or any such Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Notes or any
Guarantee of a Guarantor) that are assumed by


 


67

















 


the transferee of any
such assets, (b) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are within
180 days converted into cash, Cash Equivalents or Replacement Assets, and (c)
any Designated Noncash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate fair market
value, taken together with all other Designated Noncash Consideration received
pursuant to this clause (c) then outstanding, not to exceed the greater of (x)
$10 million and (y) 2.5% of Total Consolidated Tangible Assets at the time of
receipt of such Designated Noncash Consideration with the fair market value of
each item of Designated Noncash Consideration being measured at the time
received and without giving effect to subsequent changes in value, shall each
be deemed to be cash for purposes of this provision; and


 


(3)                                  upon
the consummation of an Asset Sale, the Company shall apply, or cause such
Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset
Sale within 365 days of receipt thereof either:


 


(a)                                  to
reduce Indebtedness under the Credit Facilities or Indebtedness of a Restricted
Subsidiary that is not a Guarantor, to the extent the assets so sold were
assets of such Restricted Subsidiary;


 


(b)                                 to
make an investment in properties and assets that replace the properties and
assets that were the subject of such Asset Sale or in properties and assets
(including Capital Stock) that will be used in the business of the Company and
its Restricted Subsidiaries as existing on the Issue Date or in businesses
reasonably related, complimentary or ancillary thereto or a reasonable
extension thereof (“Replacement Assets”); and/or


 


(c)                                  a
combination of prepayment and investment permitted by the foregoing clauses
(3)(a) and (3)(b).


 


(B)                                Pending
the final application of such Net Cash Proceeds, the Company may temporarily
reduce borrowings under the Credit Agreement or any other revolving credit
facility.  On the 366th day after an
Asset Sale or such earlier date, if any, as the Board of Directors of the
Company or of such Restricted Subsidiary determines not to apply the Net Cash
Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and
(3)(c) of the preceding paragraph (each, a “Net Proceeds Offer Trigger Date”),
such aggregate amount of Net Cash Proceeds which have not been applied on or
before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b)
and (3)(c) of paragraph (A) above (each a “Net Proceeds Offer Amount”)
shall be applied by the Company or such Restricted Subsidiary to make an offer
to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent
required by the terms of any Pari Passu Indebtedness, to all holders of such
Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”)
not less than 30 nor more than 60 days following the applicable Net Proceeds
Offer Trigger Date, from all Holders (and holders of any such


 


68

















 


Pari Passu Indebtedness)
on a pro  rata basis, that amount of Notes (and Pari Passu
Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100%
of the principal amount of the Notes (and Pari Passu Indebtedness) to be
purchased, plus accrued and unpaid interest thereon, if any, to the date of
purchase; provided, however, that if at any time any non-cash
consideration received by the Company or any Restricted Subsidiary of the Company,
as the case may be, in connection with any Asset Sale is converted into or sold
or otherwise disposed of for cash (other than interest received with respect to
any such non-cash consideration), then such conversion or disposition shall be
deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof
shall be applied in accordance with this Section 4.10.


 


(C)                                The
Company may defer the Net Proceeds Offer until there is an aggregate unutilized
Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from
one or more Asset Sales (at which time, the entire unutilized Net Proceeds
Offer Amount, and not just the amount in excess of $10.0 million, shall be
applied as required pursuant to this Section 4.10).


 


(D)                               In
the event of the transfer of substantially all (but not all) of the property
and assets of the Company and its Restricted Subsidiaries as an entirety to a
Person in a transaction permitted under Section 5.1 hereof, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this
Section 4.10, and shall comply with the provisions of this
Section 4.10 with respect to such deemed sale as if it were an Asset
Sale.  In addition, the fair market
value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this Section 4.10.


 


(E)                                 Each
Net Proceeds Offer will be mailed to the record Holders as shown on the
register of Holders within 25 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, and shall comply with the procedures set
forth in this Indenture.  Upon receiving
notice of the Net Proceeds Offer, Holders may elect to tender their Notes in
whole or in part in integral multiples of $1,000 in exchange for cash.  To the extent Holders properly tender Notes
and holders of Pari Passu Indebtedness properly tender such Pari Passu
Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered
Notes and Pari Passu Indebtedness will be purchased on a pro  rata
basis based on the aggregate amounts of Notes and Pari Passu Indebtedness
tendered (and the Trustee shall select the tendered Notes of tendering Holders
on a pro  rata basis based on the amount of Notes tendered).  A Net Proceeds Offer shall remain open for a
period of 20 business days or such longer period as may be required by
law.  If any Net Cash Proceeds remain
after the consummation of any Net Proceeds Offer, the Company may use those Net
Cash Proceeds for any purpose not otherwise prohibited by this Indenture.  Upon completion of each Net Proceeds Offer,
the amount of Net Cash Proceeds will be reset at zero.


 


69

















 


(F)                                 The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of Notes
pursuant to a Net Proceeds Offer.  To
the extent that the provisions of any securities laws or regulations conflict
with this Section 4.10, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.10 by virtue thereof.


 


Section 4.11.                                                Limitations
on Transactions with Affiliates.


 


(a)                                  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction or series
of related transactions (including, without limitation, the purchase, sale,
lease or exchange of any property or the rendering of any service) with, or for
the benefit of, any of its Affiliates (each an “Affiliate Transaction”),
other than Affiliate Transactions on terms that are no less favorable than
those that might reasonably have been obtained in a comparable transaction at
such time on an arm’s-length basis from a Person that is not an Affiliate of
the Company or such Restricted Subsidiary.


 


All Affiliate
Transactions (and each series of related Affiliate Transactions which are
similar or part of a common plan) involving aggregate payments or other property
with a fair market value in excess of $5.0 million shall be approved by the
Board of Directors of the Company or such Restricted Subsidiary, as the case
may be, such approval to be evidenced by a Board Resolution stating that such
Board of Directors has determined that such transaction complies with the
foregoing provisions.  If the Company or
any Restricted Subsidiary of the Company enters into an Affiliate Transaction
(or a series of related Affiliate Transactions related to a common plan) that
involves an aggregate fair market value of more than $10.0 million, the Company
or such Restricted Subsidiary, as the case may be, shall, prior to the
consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the relevant
Restricted Subsidiary, as the case may be, from a financial point of view, from
an Independent Financial Advisor and file the same with the Trustee.


 


(b)                                 The
restrictions set forth in this Section 4.11 shall not apply to the
following, which shall not be deemed Affiliate Transactions:


 


(1)                                  reasonable
fees and compensation paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Company or any Restricted Subsidiary
of the Company as determined in good faith by the Company’s Board of Directors
or senior management;


 


(2)                                  transactions
between or among the Company and any of its Restricted Subsidiaries or between
or among such Restricted Subsidiaries;


 


70

















 


(3)                                  transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, Capital Stock in, or controls, such Person;


 


(4)                                  any
issuance of Capital Stock of the Company to Affiliates of the Company;


 


(5)                                  loans
or advances to employees or consultants in the ordinary course of business of
the Company or any Restricted Subsidiary;


 


(6)                                  transactions
with customers, clients, suppliers or purchasers or sellers of goods or
services, in each case in the ordinary course of business and otherwise in
compliance with the terms of this Indenture that are on terms no less favorable
than those that would have been obtained in a comparable transaction with an
unrelated party or on terms that are approved by the Company’s Board of
Directors;


 


(7)                                  any
agreement as in effect as of the Issue Date or any amendment thereto or any
transaction contemplated thereby (including pursuant to any amendment thereto)
in any replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement as in effect on the Issue Date;


 


(8)                                  Restricted
Payments permitted by Section 4.7 hereof;


 


(9)                                  Permitted
Investments; provided that such Permitted Investments comply with the
first paragraph of clause (a) of this Section 4.11;


 


(10)                            payments
to Donald Wallace in connection with the Noncompetition Agreement as in effect
on the Issue Date;


 


(11)                            transactions
effected as part of a Qualified Receivables Transaction; and


 


(12)                            management
or advisory fees to BRS Group or its affiliates in accordance with the terms of
the Management Agreement as in effect on the Issue Date or as the same may be
modified or amended; provided, however, that such modification or
amendment cannot provide for an increase in the amount of fees payable
thereunder.


 


Section 4.12.                                                Limitation
on Liens.


 


The Company will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or permit or suffer to exist any Liens


 


71

















 


securing Indebtedness
against or upon any property or assets of the Company or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date
unless:


 


(1)                                  in
the case of Liens securing Subordinated Indebtedness, the Notes or the
Guarantee of any Guarantor, as the case may be, is secured by a Lien on such
property, assets or proceeds that is senior in priority to such Liens; and


 


(2)                                  in
all other cases, the Notes or the Guarantee of any Guarantor, as the case may
be, is equally and ratably secured,


 


except for:


 


(a)                                  Liens
existing as of the Issue Date to the extent and in the manner such Liens are in
effect on the Issue Date;


 


(b)                                 Liens
securing the Notes and the Guarantees;


 


(c)                                  Liens
in favor of the Company or a Restricted Subsidiary of the Company on assets of
any Restricted Subsidiary of the Company;


 


(d)                                 Liens
securing Refinancing Indebtedness which is incurred to Refinance any
Indebtedness which has been secured by a Lien permitted under this Indenture
and which has been incurred in accordance with the provisions of this Indenture;
provided, however, that such Liens (i) are no less favorable to
the Holders in any material respect and are not more favorable to the
lienholders in any material respect with respect to such Liens than the Liens
in respect of the Indebtedness being Refinanced; and (ii) do not extend to or
cover any property or assets of the Company or any of its Restricted
Subsidiaries not securing the Indebtedness so Refinanced; and


 


(e)                                  Permitted
Liens.


 


Section 4.13.                                                Continued
Existence.


 


Subject to
Article V, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) its corporate or other
existence in accordance with the organizational documents (as the same may be
amended from time to time) and (ii) the material rights (charter and
statutory), licenses and franchises of the Company, except to the extent that
the Board of Directors determines in good faith that the preservation of such
right, license or franchise is no longer necessary or desirable in the conduct
of the business of the Company and that the loss thereof is not disadvantageous
in any material respect to the Holders.


 


72

















 


Section 4.14.                                                Insurance
Matters.


 


The Company shall provide
or cause to be provided, for itself and each of its Subsidiaries, insurance
(including appropriate self-insurance) against loss or damage of the kinds
that, in the reasonable, good faith opinion of the Company, are adequate and
appropriate for the conduct of the business of the Company and its Subsidiaries
in a prudent manner, with reputable insurers or with the government of the
United States of America or an agency or instrumentality thereof, in such
amounts, with such deductibles, and by such methods as shall be either (i) consistent
with past practices of the Company or the applicable Subsidiary or (ii)
customary, in the reasonable, good faith opinion of the Company, for
corporations similarly situated in the industry, unless the failure to provide
such insurance (together with all other such failures) would not have a
material adverse effect on the financial condition or results of operations of
the Company and its Subsidiaries, taken as a whole.


 


Section 4.15.                                                Offer
to Repurchase upon Change of Control.


 


Upon the occurrence of a
Change of Control, each Holder will have the right to require that the Company
purchase all or a portion of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”), at a purchase price
equal to 101% of the principal amount thereof plus accrued interest to the date
of purchase.


 


The Company will not be
required to make a Change of Control Offer upon a Change of Control if a third
party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.


 


The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant
to a Change of Control Offer.  To the
extent that the provisions of any securities laws or regulations conflict with
this Section 4.15, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.15 by virtue thereof.


 


Section 4.16.                                                Payments
for Consent.


 


The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
pay or cause to be paid any consideration to or for the benefit of any Holder
of Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.


 


73

















 


Section 4.17.                                                Limitation
on Preferred Stock of Restricted Subsidiaries.


 


The Company will not
permit any of its Restricted Subsidiaries that are not Guarantors to issue any
Preferred Stock (other than to the Company or to a Guarantor or another Wholly
Owned Restricted Subsidiary of the Company) or permit any Person (other than
the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any
Preferred Stock of any Restricted Subsidiary of the Company that is not a
Guarantor.


 


Section 4.18.                                                Guarantees
by Restricted Subsidiaries.


 


Each Domestic Restricted
Subsidiary of the Company other than an Immaterial Subsidiary shall execute and
deliver to the Trustee a supplemental indenture pursuant to which such Domestic
Restricted Subsidiary shall unconditionally guarantee on a senior basis all
obligations of the Company under the Notes within 10 business days of the date
it was created or acquired or the date on which it was no longer an Immaterial
Subsidiary.


 


Section 4.19.                                                Conduct
of Business.


 


The Company and its
Restricted Subsidiaries will not engage in any businesses which are not the
same, similar, ancillary or reasonably related to the businesses in which the
Company and its Restricted Subsidiaries are engaged on the Issue Date or a
reasonable extension thereof.


 


ARTICLE V


 


SUCCESSORS


 


Section 5.1.                                                      Merger,
Consolidation and Sale of Assets.


 


The Company will not, in
a single transaction or series of related transactions, consolidate or merge
with or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary of the Company to
sell, assign, transfer, lease, convey or otherwise dispose of) all or
substantially all of the Company’s assets (determined on a consolidated basis
for the Company and the Company’s Restricted Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless:


 


(1)                                  either:


 


(a)                                  the
Company shall be the surviving or continuing corporation; or


 


(b)                                 the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by


 


74

















 


sale, assignment,
transfer, lease, conveyance or other disposition the properties and assets of
the Company and of the Company’s Restricted Subsidiaries substantially as an
entirety (the “Surviving Entity”);


 


(x)                                   shall
be a Person organized and validly existing under the laws of the United States
or any State thereof or the District of Columbia; and


 


(y)                                 shall
expressly assume, by supplemental indenture (in form and substance satisfactory
to the Trustee), executed and delivered to the Trustee, the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Notes and the performance of every covenant of the Notes, this Indenture and
the Registration Rights Agreement on the part of the Company to be performed or
observed;


 


(2)                                  immediately
after giving effect to such transaction and the assumption contemplated by
clause (1)(b)(y) above (including giving effect to any Indebtedness and
Acquired Indebtedness incurred or anticipated to be incurred in connection with
or in respect of such transaction), the Company or such Surviving Entity, as
the case may be, shall (a) be able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.9
hereof or (b) have a higher Consolidated Fixed Charge Coverage Ratio
immediately after such transaction (after giving pro  forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period) than the Consolidated Fixed Charge Coverage Ratio of the
Company and its Restricted Subsidiaries immediately prior to the transaction;


 


(3)                                  immediately
before and immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(b)(y) above (including, without
limitation, giving effect to any Indebtedness and Acquired Indebtedness
incurred or anticipated to be incurred and any Lien granted in connection with
or in respect of the transaction), no Default or Event of Default shall have
occurred or be continuing; and


 


(4)                                  the
Company or the Surviving Entity shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture comply with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to such transaction have been satisfied.


 


For purposes of the
foregoing, the transfer (by lease, assignment, sale or otherwise, in a single
transaction or series of transactions) of all or substantially all of the
properties or assets of one or more Restricted Subsidiaries of the Company, the
Capital Stock of which constitutes all or substantially all of the properties
and assets of the Company, shall be


 


75

















 


deemed to be the transfer
of all or substantially all of the properties and assets of the Company.


 


Notwithstanding the
foregoing clauses (1), (2) and (3), the Company may merge with an Affiliate
that is a Person that has no material assets or liabilities and that was
organized solely for the purpose of reorganizing the Company in another
jurisdiction or changing the form of organization of the Company.


 


Upon any consolidation,
combination or merger or any transfer of all or substantially all of the assets
of the Company in accordance with the foregoing in which the Company is not the
Surviving Entity, the Surviving Entity shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture and the Notes with the same effect as if such Surviving Entity had
been named as such.


 


Each Guarantor (other
than any Guarantor whose Guarantee is to be released in accordance with the
terms of the Guarantee and this Indenture) will not, and the Company will not
cause or permit any Guarantor to, consolidate with or merge with or into any
Person other than the Company or any other Guarantor unless:


 


(1)                                  the
entity formed by or surviving any such consolidation or merger (if other than
the Guarantor) or to which such sale, lease, conveyance or other disposition
shall have been made is a Person organized and existing under the laws of the
United States or any State thereof or the District of Columbia;


 


(2)                                  such
entity assumes by supplemental indenture all of the obligations of the
Guarantor on the Guarantee; and


 


(3)                                  immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.


 


Section 5.2.                                                      Successor
Corporation Substituted.


 


Upon any consolidation or
merger, or any sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with
Section 5.1 hereof, the Surviving Entity shall succeed to and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such Surviving Entity had been named
as the Company herein; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal,
Purchase Price or Redemption Price of or interest or Additional Interest, if
any, on the Notes except in the case of a sale of all of the Company’s assets
that meets the requirements of Section 5.1 hereof.


 


76

















 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


Section 6.1.                                                      Events
of Default.


 


Each of the following
constitutes an “Event of Default”:


 


(a)                                  the
failure to pay interest on any Note when the same becomes due and payable and
the default continues for a period of 30 days;


 


(b)                                 the
failure to pay the principal of any Note, when such principal becomes due and
payable, at maturity, upon redemption or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer) on the date specified for such payment in the
applicable offer to purchase;


 


(c)                                  a
default in the observance or performance of any other covenant or agreement
contained herein which default continues for a period of 60 days after the
Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the Notes (except in the case of a default with
respect to Section 5.1 hereof, which will constitute an Event of Default
with such notice requirement but without such passage of time requirement);


 


(d)                                 the
failure to pay at final maturity (giving effect to any applicable grace periods
and any extensions thereof) the stated principal amount of any Indebtedness of
the Company or any Restricted Subsidiary of the Company (other than a
Receivables Entity), or the acceleration of the final stated maturity of any
such Indebtedness (which acceleration is not rescinded, annulled or otherwise
cured within 20 days of receipt by the Company or such Restricted Subsidiary of
notice of any such acceleration) if the aggregate principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
in default for failure to pay principal at final stated maturity or which has
been accelerated (in each case with respect to which the 20-day period described
above has elapsed), aggregates $10.0 million or more at any time;


 


(e)                                  one
or more judgments in an aggregate amount in excess of $10.0 million (excluding
any amounts required to be paid under applicable insurance policies) shall have
been rendered against the Company or any of its Restricted Subsidiaries and
such judgments remain undischarged, unpaid or unstayed for a period of 60 days
after such judgment or judgments become final and non-appealable;


 


77

















 


(f)                                    the
Company or any Significant Subsidiary of the Company:


 


(i)                  commences a
voluntary case under any Bankruptcy Law,


 


(ii)               consents to the
entry of an order for relief against it in an involuntary case,


 


(iii)            consents to the
appointment of a custodian or receiver of it or for all or substantially, all
of its property, or


 


(iv)           makes a general
assignment for the benefit of its creditors; or


 


(g)                                 a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(i)                  is for relief in
an involuntary case against the Company or any Significant Subsidiary of the
Company,


 


(ii)               appoints a
custodian or receiver of the Company or any Significant Subsidiary or for all
or substantially all of the property of any of the foregoing, or


 


(iii)            orders the liquidation
of the Company or any of its Significant Subsidiaries,


 


and the order or decree
remains unstayed and in effect for 60 consecutive days; or


 


(h)                                 any
Guarantee of a Significant Subsidiary ceases to be in full force and effect or
any Guarantee of a Significant Subsidiary is declared to be null and void and
unenforceable or any Guarantee of a Significant Subsidiary is found to be
invalid or any Guarantor that is a Significant Subsidiary denies its liability
in writing under its Guarantee (other than by reason of release of a Guarantor
in accordance with the terms of this Indenture).


 


Section 6.2.                                                      Acceleration.


 


If an Event of Default
(other than an Event of Default specified in clause (f) or (g) of
Section 6.1 hereof with respect to the Company) shall occur and be
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of outstanding Notes may declare the principal of and accrued interest
on all the Notes to be due and payable by notice in writing to the Company and
the Trustee specifying the respective Event of Default and that it is a “notice
of acceleration” and the same shall become immediately due and payable.  If an Event of Default specified in clause
(f) or (g) of Section 6.1 hereof relating to the Company occurs and is
continuing, then all unpaid principal of and premium, if any, and accrued


 


78

















 


and unpaid interest on
all of the outstanding Notes shall ipso  facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


 


At any time after a
declaration of acceleration with respect to the Notes as described above, the
Holders of a majority in principal amount of the Notes may rescind and cancel
such declaration and its consequences


 


(1)                                  if
the rescission would not conflict with any judgment or decree;


 


(2)                                  if
all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration;


 


(3)                                  to
the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid;


 


(4)                                  if
the Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances; and


 


(5)                                  in
the event of the cure or waiver of an Event of Default of the type described in
clause (f) of Section 6.01 hereof, the Trustee shall have received an
Officers’ Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived.


 


No such rescission shall
affect any subsequent Default or impair any right consequent thereto.


 


Section 6.3.                                                      Other
Remedies.


 


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium, if any, interest or Additional
Interest, if any, on the Notes or to enforce the performance of any provision
of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce
any of them in the proceeding, and any recovery or judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes. 
A delay or omission by the Trustee or any Holder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver


 


79

















 


of or acquiescence in the
Event of Default.  All remedies are
cumulative to the extent permitted by law.


 


Section 6.4.                                                      Waiver
of Existing Defaults.


 


The Holders of a majority
in principal amount of the Notes may waive any existing Default or Event of
Default under this Indenture, and its consequences, except a default in the
payment of the principal of or interest on any Notes.  Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.


 


Section 6.5.                                                      Control
by Majority.


 


Holders of a majority in
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow
any direction that conflicts with applicable law or this Indenture that the
Trustee reasonably determines may be unduly prejudicial to the rights of other
Holders of Notes or that may subject the Trustee to personal liability and
shall be entitled to the benefit of Sections 7.1(c)(iii) and (e) hereof.


 


Section 6.6.                                                      Limitation
on Suits.


 


A Holder of a Note may
pursue a remedy with respect to this Indenture or the Notes only if:


 


(a)                                  the
Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;


 


(b)                                 the
Holders of at least 25% in principal amount of the then outstanding Notes make
a written request to the Trustee to pursue the remedy;


 


(c)                                  such
Holder or Holders of Notes offer and, if requested, provide to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d)                                 the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and


 


(e)                                  during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.


 


80

















 


A Holder of a Note may
not use this Indenture to prejudice the rights of another Holder of a Note or
to obtain a preference or priority over another Holder of a Note.


 


Section 6.7.                                                      Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding any other
provision of this Indenture, the right of any Holder of a Note to receive
payment of principal of, or premium, if any, interest or Additional Interest,
if any, on the Note, on or after the respective due dates thereon (including in
connection with an offer to repurchase), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the written consent of such Holder.


 


Section 6.8.                                                      Collection
Suit by Trustee.


 


If an Event of Default
specified in Section 6.l(a) or (b) hereof occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of principal of, premium
and Additional Interest, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and
Additional Interest, if any, and such further amounts as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expense, disbursements and advances of the Trustee, its agents
and counsel.


 


Section 6.9.                                                      Notice.


 


The Company shall provide
an Officers’ Certificate to the Trustee promptly upon any such Officer
obtaining knowledge of any Default or Event of Default (provided that
such Officers shall provide such certification at least annually whether or not
such Officers know of any Default or Event of Default) that has occurred and,
if applicable, describe such Default or Event of Default and the status
thereof.


 


Section 6.10.                                                Trustee
May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents (including accountants, experts or such other processionals
as the Trustee deems necessary, advisable or appropriate) and counsel and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims, and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such


 


81

















 


payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.11.                                                Priorities.


 


If the Trustee collects
any money pursuant to this Article, it shall pay out the money in the following
order:


 


First:  to the Trustee, its agents and attorneys for
amounts due under Section 7.7 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the
Trustee and the costs and expenses of collection;


 


Second:  to Holders of Notes for amounts due and
unpaid on the Notes for principal, Purchase Price, Redemption Price and
Additional Interest, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, Purchase Price, Redemption Price and Additional Interest, if any,
and interest, respectively; and


 


Third:  to the Company, or to such party as a court
of competent jurisdiction shall direct.


 


The Trustee may fix a
special record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.11.


 


Section 6.12.                                                Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and


 


82

















 


good faith of the claims
or defenses made by the party litigant. 
This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than
10% in principal amount of the then outstanding Notes.


 


ARTICLE VII


 


TRUSTEE


 


Section 7.1.                                                      Duties
of Trustee.


 


(a)                                  If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise thereof, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs.


 


(b)                                 Except
during the continuance of an Event of Default:


 


(i)                               the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the TIA and the Trustee need perform only those duties that
are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture or the TIA against
the Trustee; and


 


(ii)                            in the
absence of bad faith on its part, the Trustee may conclusively rely, without
investigation, as to the truth or the statements and the correctness of the
opinions expressed therein, upon and statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.


 


However, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform on their face to the requirements of this Indenture.


 


(c)                                  The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


 


(i)                               this
paragraph does not limit the effect of paragraph (b) of this Section;


 


(ii)                            the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(iii)                         the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.5 hereof.


 


83

















 


(d)                                 Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to this Section 7.1.


 


(e)                                  No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee shall be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holders, pursuant to the provisions
of this Indenture, including, without limitation, Section 6.5 hereof,
unless such Holder shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense which might be
incurred by it in compliance with such request or direction.


 


(f)                                    The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.


 


Section 7.2.                                                      Rights
of Trustee.


 


(a)                                  The
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any document believed by it to be genuine and to have been
signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the
document.


 


(b)                                 Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel.  The Trustee may consult with
counsel of its own selection and the advice of such counsel and Opinions of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.


 


(c)                                  The
Trustee may act through its attorneys, accountants, experts and such other
professionals as the Trustee deems necessary, advisable or appropriate and
shall not be responsible for the misconduct or negligence of any attorney,
accountant, expert or other such professional appointed with due care.


 


(d)                                 The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


 


(e)                                  Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficiently evidenced by a
written order signed by two Officers of the Company.


 


84

















 


(f)                                    The
Trustee shall not be charged with knowledge of any Default or Event of Default
under Section 6.1 hereof (other than under Section 6.1(a) hereof
(subject to the following sentence) or Section 6.1(b) hereof) unless
either (i) a Responsible Officer shall have actual knowledge thereof, or (ii)
the Trustee shall have received notice thereof in accordance with Section 11.2
hereof from the Company or any Holder of the Notes.  The Trustee shall not be charged with knowledge of the Company’s
obligation to pay Additional Interest, or the cessation of such obligation,
unless the Trustee receives written notice thereof from the Company or any
Holder.


 


(g)                                 The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.


 


The Trustee may request
that the Company deliver an Officers’ Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed
by any person specified as so authorized in any such certificate previously
delivered and not superseded.


 


Section 7.3.                                                      Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within
90 days, or apply (subject to the consent of the Company) to the Commission for
permission to continue as trustee or resign. 
Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10
and 7.11 hereof.


 


Section 7.4.                                                      Trustee’s
Disclaimer.


 


The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, or the Notes, it shall not be accountable for the Company’s use
of the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it shall not be responsible for any statement
or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication.


 


85

















 


Section 7.5.                                                      Notice
of Defaults.


 


If a Default or Event of
Default occurs and is continuing, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default in payment
on any Note (including the failure to make a mandatory repurchase pursuant
hereto), the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders of the Notes.


 


Section 7.6.                                                      Reports
by Trustee to Holder of the Notes.


 


Within 60 days after each
March 15 beginning with the March 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a)
has occurred within the twelve months preceding the reporting date, no report
need be transmitted).  The Trustee also
shall comply with TIA § 313(b). 
The Trustee shall also transmit by mail all reports as required by TIA
§ 313(c).


 


A copy of each report at
the time of its mailing to the Holders of Notes shall be mailed to the Company
and filed with the Commission and each stock exchange on which the Notes are
listed in accordance with TIA § 313(d). 
The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.


 


Section 7.7.                                                      Compensation,
Reimbursement and Indemnity.


 


The Company shall pay to
the Trustee from time to time such compensation for its acceptance of this
Indenture and the rendering by it of the services required hereunder as shall
be agreed upon in writing by the Company and the Trustee.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by or on behalf of it in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation, disbursements and expenses of the Trustee’s
attorneys, accountants, experts and such other professionals as the Trustee
deems necessary, advisable or appropriate.


 


The Company shall
indemnify the Trustee (which for purposes of this Section 7.7 shall
include its officers, directors, employees and agents) and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture (including its
duties under Section 9.6 hereof), including the costs and expenses of
enforcing this Indenture or any Guarantee against the Company or a Guarantor
(including this


 


86

















 


Section 7.7) and
defending itself against or investigating any claim (whether asserted by the
Company, any Guarantor, any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or willful misconduct.  The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity.  Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder.  The Company
shall defend any claim or threatened claim asserted against the Trustee, and
the Trustee shall cooperate in the defense. 
The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. 
The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.


 


The obligations of the
Company under this Section 7.7 shall survive the resignation or removal of
the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.


 


To secure the Company’s
payment obligations in this Section 7.7, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal, Redemption Price or Purchase Price
of or Additional Interest, if any, or interest on, particular Notes.  Such Lien shall survive the resignation or
removal of the Trustee, the satisfaction and discharge of this Indenture and
the termination of this Indenture.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in
Section 6.1(f) or (g) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


 


In no event shall the
Trustee be liable for any indirect, special, punitive or consequential loss or
damage of any kind whatsoever, including, but not limited to, lost profits,
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.


 


In no event shall the
Trustee be liable for any failure or delay in the performance of its
obligations hereunder because of circumstances beyond its control, including,
but not limited to, acts of God, flood, war (whether declared or undeclared),
terrorism, fire, riot, embargo, government action, including any laws,
ordinances, regulations, governmental action or the like which delay, restrict
or prohibit the providing of the services contemplated by this Agreement.


 


87

















 


Section 7.8.                                                      Replacement
of Trustee.


 


A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in this
Section.


 


The Trustee may resign in
writing at any time and be discharged from the trust hereby created by so
notifying the Company.  The Holders of
Notes of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


 


(a)                                  the
Trustee fails to comply with Section 7.10 hereof;


 


(b)                                 the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;


 


(c)                                  a
custodian, receiver or public officer takes charge of the Trustee or its
property for the purpose of rehabilitation, conversation or liquidation; or


 


(d)                                 the
Trustee becomes incapable of acting.


 


If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee.  Within one year after the date on which the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


If a successor Trustee
does not take office within 30 days after the retiring trustee resigns or is
removed, the retiring Trustee, the Company, or the Holders of Notes of at least
10% in principal amount of the then outstanding Notes may petition any court of
competent jurisdiction, in the case of the Trustee, at the expense of the
Company, for the appointment of a successor Trustee.


 


If the Trustee, after
written request by any Holder of a Note who has been a bona fide holder of a
Note or Notes for at least six months, fails to comply with Section 7.10
hereof, such Holder of a Note may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The Company shall mail a
notice of its succession to each Holder of a Note.  The retiring Trustee shall promptly transfer all property held by
it


 


88

















 


as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Company’s obligations under
Section 7.7 hereof shall continue for the benefit of the retiring Trustee.


 


Section 7.9.                                                      Successor
Trustee by Merger, Etc.


 


If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation that is eligible under
Section 7.10 hereof, the successor corporation without any further act
shall be the successor Trustee.


 


Section 7.10.                                                Eligibility;
Disqualification.


 


There shall at all times
be a Trustee hereunder that is a corporation organized and doing business under
the laws of the United States of America or of any state thereof (including the
District of Columbia) that is authorized under such laws to exercise corporate
trust power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.


 


This Indenture shall
always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
(2) and (5).  The Trustee is subject to
TIA § 310(b).


 


Section 7.11.                                                Preferential
Collection of Claims Against Company.


 


The Trustee is subject to
TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.


 


ARTICLE VIII


 


LEGAL DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 8.1.                                                      Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may, at the
option of its Board of Directors evidenced by a Board Resolution set forth in
an Officers’ Certificate, at any time, elect to have either Section 8.2 or
8.3 hereof applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.


 


89

















 


Section 8.2.                                                      Legal
Defeasance and Discharge.


 


The Company may, at its
option and at any time, elect to have its obligations and the obligations of
the Guarantors discharged with respect to the outstanding Notes (“Legal
Defeasance”).  Such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, except for


 


(a)                                  the
rights of Holders to receive payments in respect of the principal of, premium,
if any, and interest on the Notes when such payments are due;


 


(b)                                 the
Company’s obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and
the maintenance of an office or agency for payments;


 


(c)                                  the
rights,  powers, trust, duties and
immunities of the Trustee and the Company’s obligations in connection
therewith; and


 


(d)                                 the
Legal Defeasance provisions of this Article VIII.


 


Subject to compliance
with this Article VIII, the Company may exercise its option under this
Section 8.2, notwithstanding the prior exercise of its option under
Section 8.3 hereof.


 


Section 8.3.                                                      Covenant
Defeasance.


 


Upon the Company’s
exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, be released from its
obligations under the covenants contained in Sections 3.9, 3.10, 4.5, 4.7
through 4.12, 4.13 (except to the extent that it applies to the Company’s
existence), and 4.14 through 4.19, both inclusive, and Section 5.1 hereof
with respect to the outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected
thereby.  In addition, upon the


 


90

















 


Company’s exercise under
Section 8.1 hereof of the option applicable to this Section 8.3,
subject to the satisfaction of the conditions set forth in Section 8.4
hereof, Sections 6.1(c) through 6.1(e) and 6.1(h) hereof shall not constitute
Events of Default.


 


Section 8.4.                                                      Conditions
to Legal or Covenant Defeasance.


 


The following are the
conditions precedent to the application of either Section 8.2 or 8.3
hereof to the outstanding Notes:


 


In order to exercise
either Legal Defeasance or Covenant Defeasance:


 


(1)                                  the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders cash in U.S. dollars, non-callable U.S. Government Obligations, or
a combination thereof, in such amounts as will be sufficient, in the opinion of
an Independent Financial Advisor, to pay the principal of, premium, if any, and
interest on the Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be;


 


(2)                                  in
the case of Legal Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that:


 


(a)                                  the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or


 


(b)                                 since
the date of this Indenture, there has been a change in the applicable federal
income tax law,


 


in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred;


 


(3)                                  in
the case of Covenant Defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States reasonably acceptable to the
Trustee confirming that the Holders will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not
occurred;


 


(4)                                  no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit (other than a Default or an Event of Default resulting from


 


91

















 


the borrowing of funds to
be applied to such deposit and the grant of any Lien securing such borrowings);


 


(5)                                  such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under this Indenture (other than a
Default or an Event of Default resulting from the borrowing of funds to be
applied to such deposit and the grant of any Lien securing such borrowings) or
any other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;


 


(6)                                  the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders over any other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the Company
or others; and


 


(7)                                  the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.


 


Notwithstanding the
foregoing, the Opinion of Counsel required by clause (2) above with respect to
a Legal Defeasance need not be delivered if all Notes not theretofore delivered
to the Trustee for cancellation (1) have become due and payable or (2) will
become due and payable on the maturity date within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.


 


Section 8.5.                                                           Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions.


 


Subject to
Section 8.6 hereof, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.5 only, the “Trustee”)
pursuant to Section 8.4 hereof in respect of the outstanding Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (other than the Company) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of
principal or Redemption Price of, and Additional Interest, if any, interest on,
the Notes, that such money need not be segregated from other funds except to
the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or U.S. Government Obligations deposited


 


92

















 


pursuant to
Section 8.4 hereof or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.


 


Anything in this
Article VIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money
or U.S. Government Obligations held by it as provided in Section 8.4
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.4(a)
hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.6.                                                      Repayment
to the Company.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal, Redemption Price or Purchase Price of, or Additional
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such amount has become due and payable shall be paid to the Company on
its request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter look only to the Company
for payment thereof as a general creditor, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, at the expense of the Company, may cause to be published once, in
The New York Times and The Wall Street Journal (national editions), notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days after the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 


Section 8.7.                                                      Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any United States dollars or U.S. Government
Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may
be, by reason of any order of judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
obligations of the Company and the Guarantors under this Indenture, and the
Notes and the Guarantees shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.2 or 8.3 hereof, as the case may be; provided, however,
that if the Company makes any payment with respect to any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


 


93



















ARTICLE IX


 


AMENDMENT, SUPPLEMENT AND
WAIVER


 


Section 9.1.                                                      Without
Consent of Holders of Notes.


 


Notwithstanding
Section 9.2 hereof, the Company, the Guarantors and the Trustee may amend
or supplement this Indenture or the Notes without the consent of any Holder of
a Note:


 


(a)                                  to
cure any ambiguity, defect or inconsistency so long as such changes do not, in
the opinion of the Trustee, adversely affect the rights of any of the Holders
in any material respect;


 


(b)                                 to
provide for uncertificated notes in addition to or in place of Certificated
Notes;


 


(c)                                  to
provide for the assumption of the Company’s ibligations to the Holders of the
Notes in the case of a merger or consolidation or sale of all or substantially
all of the Company’s assets pursuant to Article V hereof;


 


(d)                                 to
make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights under this
Indenture of any such Holder;


 


(e)                                  to
comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA;


 


(f)                                    to
conform the text of this Indenture, the Guarantees or the Notes to any
provision of the Offering Memorandum described under the caption “Description
of the Notes” to the extent that such provision under such caption was intended
to be a verbatim recitation of a provision of this Indenture, the Guarantees or
the Notes;


 


(g)                                 to
provide for the issuance of Additional Notes in accordance with
Article II; or


 


(h)                                 to
allow any Guarantor to execute a supplemental indenture and/or a Guarantee with
respect to the Notes.


 


Upon the request of the
Company, accompanied by a Board Resolution (evidenced by an Officers’
Certificate) (a copy of which shall be provided to the Trustee) authorizing the
execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of an Officers’ Certificate and an Opinion of Counsel in compliance
with Section 9.6


 


94

















 


hereof, the Trustee shall
join with the Company in the execution of any amended or supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.


 


Section 9.2.                                                      With
Consent of Holders of Notes.


 


Except as provided below
in this Section 9.2, the Company and the Trustee may amend or supplement
this Indenture and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for the Notes), and, subject to Sections
6.2, 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance
with any provision of this Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes).


 


Without the consent of
each Holder affected, an amendment or waiver may not:


 


(1)                                  reduce
the amount of Notes whose Holders must consent to an amendment;


 


(2)                                  reduce
the rate of or change or have the effect of changing the time for payment of
interest, including defaulted interest, on any Notes;


 


(3)                                  reduce
the principal of or change or have the effect of changing the fixed maturity of
any Notes, or change the date on which any Notes may be subject to redemption
or repurchase or reduce the redemption or repurchase price therefor;


 


(4)                                  make
any Notes payable in money other than that stated in the Notes;


 


(5)                                  make
any change in provisions of this Indenture protecting the right of each Holder
to receive payment of principal of and interest on such Note on or after the
due date thereof or to bring suit to enforce such payment, or permitting
Holders of a majority in principal amount of Notes to waive Defaults or Events
of Default;


 


(6)                                  after
the Company’s obligation to purchase Notes arises thereunder, amend, change or
modify in any material respect the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control or
make and consummate a Net Proceeds Offer with respect to any Asset Sale that
has been consummated or, after such Change of Control has occurred or such
Asset Sale


 


95

















 


has been consummated,
modify any of the provisions or definitions with respect thereto;


 


(7)                                  modify
or change any provision of this Indenture or the related definitions affecting
the ranking of the Notes or any Guarantee in a manner which adversely affects
the Holders; or


 


(8)                                  release
any Guarantor that is a Significant Subsidiary from any of its obligations
under its Guarantee or this Indenture otherwise than in accordance with the
terms of this Indenture.


 


Upon the written request
of the Company accompanied by a Board Resolution (evidenced by an Officers’
Certificate) (a copy of which shall be provided to the Trustee) authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers’
Certificate and an Opinion of Counsel in compliance with Section 9.6
hereof, the Trustee shall join with the Company in the execution of such
amended or supplemental indenture unless such amended or supplemental Indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental indenture.


 


It shall not be necessary
for the consent of the Holders of Notes under this Section 9.2 to approve
the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.2 becomes effective, the Company
shall mail to the Holders of Notes affected thereby a notice briefly describing
the amendment, supplement or waiver. 
Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amended or supplemental Indenture or waiver.


 


Section 9.3.                                                      Compliance
with Trust Indenture Act.


 


Every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or
supplemental indenture that complies with the TIA as then in effect.


 


Section 9.4.                                                      Revocation
and Effect of Consents.


 


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder of a Note
is a continuing consent by the Holder of a Note and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of


 


96

















 


a Note or subsequent
Holder of a Note may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date the waiver, supplement or
amendment becomes effective.  An
amendment, supplement or waiver becomes effective in accordance with its terms
and therefore binds every Holder.


 


Section 9.5.                                                      Notation
on or Exchange of Notes.


 


The Trustee may place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter
authenticated.  The Company in exchange
for all Notes may issue and the Trustee shall authenticate new Notes that
reflect the amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.


 


Section 9.6.                                                      Trustee
to Sign Amendment, Etc.


 


The Trustee shall sign
any amended or supplemental indenture authorized pursuant to this
Article IX if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amended or
supplemental indenture until the Board of Directors approves such amended or
supplemental indenture.  In executing
any amended or supplemental indenture, the Trustee shall be entitled to
receive, in addition to the documents required by Sections 11.4 and 11.5
hereof, and, subject to Section 7.1 hereof, shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
(i) the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture, (ii) no Event of Default shall occur as a result
of the execution of such Officers’ Certificate or the delivery of such Opinion
of Counsel and (iii) the amended or supplemental indenture complies with the
terms of this Indenture.


 


ARTICLE X


 


SATISFACTION AND
DISCHARGE


 


Section 10.1.                                                Satisfaction
and Discharge.


 


This Indenture will be
discharged and will cease to be of further effect (except as set forth below)
and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture when:


 


(1)                                  either:


 


(a)                                  all
the Notes theretofore authenticated and delivered (except lost, stolen or
destroyed Notes which have been replaced or paid as provided in


 


97

















 


Section 2.7 hereof
and Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust) have been delivered to the Trustee for
cancellation; or


 


(b)                                 all
Notes not theretofore delivered to the Trustee for cancellation (1) have become
due and payable or (2) will become due and payable within one year, or are to
be called for redemption within one year, under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the Notes to the date of maturity or
redemption, as the case may be, together with irrevocable instructions from the
Company directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be;


 


(2)                                  the
Company has paid all other sums payable by the Company under this Indenture;
and


 


(3)                                  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the Company’s obligations in
Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 11.2, 11.3 and 11.4 hereof and the
Trustee’s and Paying Agent’s obligations in Section 10.2 hereof shall
survive until the Notes are no longer outstanding.  Thereafter, only the Company’s obligations in Section 7.7
hereof shall survive.


 


Section 10.2.                                                Application
of Trust.


 


All money deposited with
the Trustee pursuant to Section 10.1 hereof shall be held in trust and, at
the written direction of the Company, be invested prior to maturity in U.S.
Government Obligations, and applied by the Trustee in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for the payment of
which money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.


 


98

















 


ARTICLE XI


 


MISCELLANEOUS


 


Section 11.1.                                                Trust
Indenture Act Controls.


 


If any provision hereof
limits, qualifies or conflicts with a provision of the TIA or another provision
that would be required or deemed under such Act to be part of and govern this
Indenture if this Indenture were subject thereto, the latter provision shall
control.  If any provision of this
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or to be excluded, as the case may be.


 


Section 11.2.                                                Notices.


 


Any notice or
communication by the Company or the Trustee to others is duly given if in
writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telex, telecopier or overnight air
courier guaranteeing next day delivery, to the others’ address:


 


If to
the Company:


 


Lazy Days’ R.V. Center,
Inc.

6130 Lazy Days Boulevard

Seffner, Florida 33584-2968

Attention:  John Horton

Fax:  (813) 626-4451


 


With a
copy to:


 


Kirkland & Ellis LLP

Citigroup Center

153 E. 53rd Street

39th Floor

New York, New York 10022

Attention:  Joshua N. Korff, Esq.

Fax:  (212) 446-4943


 


99

















 


If to
the Trustee:


 


The Bank of New York

Attention:  Corporate Trust Trustee
Administration

101 Barclay Street, Floor 8W

New York, New York 10286

Fax:  (212) 815-5707


 


The Company or the
Trustee, by notice to the others may designate additional or different
addresses for subsequent notices or communications.


 


All notices and
communications (other than those sent to Holders) shall be deemed to have been
duly given:  at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or
communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication
shall also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA.  Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.


 


If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the address receives it.


 


If the Company mails a
notice or communication to Holders, it shall mail a copy to the Trustee and
each Agent at the same time.


 


Section 11.3.                                                Communication
by Holders of Notes with Other Holders of Notes.


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights
under this Indenture or the Notes.  The
Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).


 


Section 11.4.                                                Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company and/or any Guarantor to the Trustee to take any
action under this Indenture, the Company and/or any Guarantor shall furnish to
the Trustee:


 


100

















 


(a)                                  an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and


 


(b)                                 an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.


 


Section 11.5.                                                Statements
Required in Certificate or Opinion.


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than a certificate provided pursuant to TIA
§ 314(a)(4)) shall comply with the provisions of TIA § 314(e) and
shall include:


 


(a)                                  a
statement that the Person making such certificate or opinion has read such
covenant or condition;


 


(b)                                 a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(c)                                  a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and


 


(d)                                 a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been satisfied.


 


Section 11.6.                                                Rules
by Trustee and Agents.


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section 11.7.                                                No
Personal Liability of Directors, Officers, Employees and Stockholders.


 


No past, present or
future director, officer, employee, incorporator, agent or stockholder or
Affiliate of the Company, as such, shall have any liability for any obligations
of the Company under the Notes, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  No past, present or future director,
officer, employee, incorporator, agent or stockholder or Affiliate of any of
the Guarantors, as such, shall


 


101

















 


have any liability for
any obligations of the Guarantors under the Guarantees, this Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of Notes and Guarantees
by accepting a Note and a Guarantee waives and releases all such
liabilities.  The waiver and release are
part of the consideration for issuance of the Notes and the Guarantees.  Such waiver may not be effective to waive
liabilities under the federal securities law and it is the view of the
Commission that such a waiver is against public policy.


 


Section 11.8.                                                Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


THE INDENTURE, THE
GUARANTEES AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THE INDENTURE, THE GUARANTEES AND THE NOTES, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE COMPANY AND EACH GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY
HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY OR ANY
GUARANTOR IN ANY OTHER JURISDICTION.


 


Section 11.9.                                                No
Adverse Interpretation of Other Agreements.


 


This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Company or
its Subsidiaries or of any other Person. 
Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


102

















 


Section 11.10.                                          Successors.


 


All agreements of the
Company in this Indenture and the Notes shall bind their successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


Section 11.11.                                          Severability.


 


In case any provision in
this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 11.12.                                          Counterpart
Originals.


 


The parties may sign any
number of copies of this Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


Section 11.13.                                          Table of
Contents, Headings, Etc.


 


The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this
Indenture, which have been inserted for convenience of reference only, are not
to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


 


Section 11.14.                                          Qualification
of Indenture.


 


The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys’ fees for the Company, the Trustee and the Holders of the
Notes) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Notes and printing this
Indenture and the Notes.  The Trustee
shall be entitled to receive from the Company any such Officers’ Certificates,
Opinions of Counsel or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the TIA.


 


[Signatures on
following page]


 


103

















 


SIGNATURES


 


 


	
   

  	
  LAZY DAYS’ R.V. CENTER,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Horton

  	
   

  
	
   

  	
   

  	
  Name:  John Horton

  
	
   

  	
   

  	
  Title:  Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorothy Miller

  	
   

  
	
   

  	
   

  	
  Name:  Dorothy Miller

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


Exhibit A


 


FORM OF SERIES A NOTE


 


(Face of Note)


 


LAZY DAYS’ R.V.
CENTER, INC.


 


113⁄4% SENIOR NOTE
DUE 2012


 


[THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
DEPOSITARY.  THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.](1)


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW.  BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS NOTE IN AN


 












(1)                                  To
be included only if the Note is issued in global form.


 


A-1

















 


OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), (5) OR (7) UNDER
THE SECURITIES ACT) (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO LAZY DAYS’ R.V. CENTER, INC. OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF
AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF LAZY DAYS’ R.V. CENTER, INC. SO REQUESTS) OR (G) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 
IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
LAZY DAYS’ R.V. CENTER, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.


 


A-2

















 


LAZY DAYS’ R.V.
CENTER, INC.


 


113⁄4% SENIOR NOTE
DUE 2012


 


	
   

  	
  CUSIP No.

  
	
  No.

  	
   

  	
   

  	
  $

  	
   

  
					



 


Interest Payment
Dates:  November 15 and May 15

Record Dates:  November 1 and May 1


 


LAZY DAYS’ R.V. CENTER,
INC., a Florida corporation (the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received promises to pay to
                                                                                                     
or registered assigns, the principal sum of
                                   
Dollars on May 15, 2012.


 


Reference is hereby made
to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as set forth at
this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Note shall not be entitled to any
benefits under the Indenture referred to on the reverse hereof or be valid or
obligatory for any purpose.


 


IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed


 


 


	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
  LAZY DAYS’ R.V. CENTER,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3

















 


	
  This is one of the
  Notes referred to

  
	
  in the within-mentioned
  Indenture:

  
	
   

  
	
  THE BANK
  OF NEW YORK,

  as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


A-4

















 


(Back of Note)


 


113⁄4% Senior Notes
due 2012


 


Capitalized terms used
herein shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.


 


(1)                                  Interest.  The Company promises to pay interest on the
principal amount of this Note at the rate of 113⁄4% per annum from May 14, 2004
until maturity and shall pay the Additional Interest pursuant to Section 4
of the Registration Rights Agreement referred below.  The Company will pay interest on the Notes and the Additional
Notes, if any, semi-annually on November 15 and May 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each
an “Interest Payment Date”). 
Interest on the Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance(2); provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be November 15,
2004.  The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue payments of the principal, Purchase Price and Redemption Price of
this Note from time to time on demand at the same rate per annum on the Notes
to the extent lawful; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest, if any (without regard to any applicable grace
periods), hereon from time to time on demand at the same rate to the extent
lawful.  Interest will be computed on
the basis of a 360-day year of twelve 30-day months.


 


(2)                                  Method
of Payment.  The Company will pay
interest on the Notes (except defaulted interest) and Additional Interest, if
any, to the Persons who are registered Holders of Notes at the close of
business on the November 1 and May 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. 
Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.  The Notes will be payable as to principal,
Redemption Price, Purchase


 












(2)                                  In
the case of Additional Notes, interest may accrue from the date of issuance of
such Additional Notes.


 


A-5

















 


Price, interest and
Additional Interest, if any, at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, provided that payment by wire transfer of immediately available
funds will be required with respect to principal, Redemption Price and Purchase
Price of, and interest and Additional Interest (if any) on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent.  Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.


 


(3)                                  Paying
Agent and Registrar.  Initially, The
Bank of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company may act in any such capacity.


 


(4)                                  Indenture
and Guarantees.  The Company issued
the Notes under an Indenture dated as of May 14, 2004 (as in effect from time
to time, the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  The Notes are general
obligations of the Company.


 


(5)                                  Optional
Redemption.  The Company may redeem
the Notes at any time at its option, in whole or in part, upon not less than 30
nor more than 60 days’ notice.  To
redeem the Notes prior to May 15, 2008, the Company must pay a redemption price
equal to the greater of:


 


(a)                                  101%
of the principal amount of the Notes to be redeemed; and


 


(b)                                 the
sum of the present values of (1) the redemption price of the Notes at May 15,
2008 (as set forth below) and (2) the remaining scheduled payments of interest
from the redemption date to May 15, 2008, but excluding accrued and unpaid
interest, if any, to the redemption date, discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months), at the Treasury Rate (determined on the second business day
immediately preceding the date of redemption) plus 50 basis points,


 


plus, in either case,
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date).


 


Beginning on May 15,
2008, the Company may redeem the Notes its option, in whole or in part, upon
not less than 30 nor more than 60 days’ notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed
during the twelve-month period commencing on May 15 of the year set forth
below:


 


A-6

















 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  105.875

  	
  %

  
	
  2009

  	
   

  	
  102.938

  	
  %

  
	
  2010
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, the Company
must pay accrued and unpaid interest on the Notes redeemed.


 


(6)                                  Optional
Redemption upon Equity Offerings. 
At any time, or from time to time, on or prior to May 15, 2007, the
Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the principal amount of the
Notes issued under the Indenture at a redemption price of 111.75% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that


 


(a)                                  at
least 65% of the principal amount of Notes issued under the Indenture remains
outstanding immediately after any such redemption; and


 


(b)                                 the
Company makes such redemption not more than 90 days after the consummation of
any such Equity Offering.


 


“Equity Offering”
means a private or public offering of Qualified Capital Stock of Holdings (or
any other direct or indirect parent of the Company) or the Company; provided
that, in the event of an Equity Offering by Holdings (or any other direct or
indirect parent of the Company), Holdings (or any other direct or indirect
parent of the Company) contributes to the capital of the Company the portion of
the net cash proceeds of such Equity Offering necessary to pay the aggregate
redemption price (plus accrued interest to the redemption date) of the Notes to
be redeemed pursuant to the preceding paragraph.


 


(7)                                  Mandatory
Redemption.  Except as set forth in
Paragraph 9 below with respect to repurchases of Notes in certain events, the
Company shall not be required to make mandatory redemption payments with
respect to the Notes.


 


(8)                                  Notice
of Redemption.  Subject to the
provisions of the Indenture, a notice of redemption will be mailed at least 30
days but not more than 60 days (or in the case of a Change of Control Offer, at
least 30 days but not more than 45 days, or in the case of a Net Proceeds
Offer, within 30 days) before the applicable redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of
the Notes held by a Holder are to be redeemed. 
On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.


 


(9)                                  Repurchase
at Option of Holder.


 


(a)                                  If
there is a Change of Control, the Company shall be required to make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to
$1,000 or an integral


 


A-7

















 


multiple thereof) of each
Holder’s Notes at a Purchase Price equal to 101% of the principal amount
thereof plus accrued and unpaid interest and Additional Interest, if
any, to the date of repurchase, in accordance with the procedures set forth in
the Indenture.  Within 30 days following
any Change of Control, the Company shall send, by first class mail, a notice to
each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.


 


(b)                                 On
the 361st day after an Asset Sale or such earlier date, if any, as the Board of
Directors of the Company or of such Restricted Subsidiary determines not to
apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses
(3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the
Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate
amount of Net Cash Proceeds which have not been applied on or before such Net
Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c)
of paragraph (A) of Section 4.10 of the Indenture (each, a “Net
Proceeds Offer Amount”) shall be applied by the Company or such Restricted
Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a
date not less than 30 nor more than 60 days following the applicable Net
Proceeds Offer Trigger Date, the maximum principal amount of Notes and other
Indebtedness of the Company and the Guarantors that ranks pari  passu
in right of payment with the Notes or the Guarantees, as the case may be (to
the extent required by the instrument governing such other Indebtedness), that
may be purchased out of the Net Proceeds Offer Amount (an “Offer”).  Any Notes and other Indebtedness to be
purchased pursuant to an Offer shall be purchased pro rata based on the
aggregate principal amount of Notes and such other Indebtedness outstanding and
all Notes shall be purchased at an offer price in cash in an amount equal to
100% of the principal amount thereof, plus accrued and unpaid interest to the
date of purchase.  Each Net Proceeds
Offer will be mailed to the record Holders as shown on the register of Holders
within 25 days following the Net Proceeds Offer Trigger Date, with a copy to
the Trustee, and shall comply with the procedures set forth in the
Indenture.  Upon receiving notice of the
Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part
in integral multiples of $1,000 in exchange for cash.  To the extent Holders properly tender Notes in an amount
exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be
purchased on a pro rata basis (based on amounts tendered).  A Net Proceeds Offer shall remain open for a
period of 20 Business Days or such longer period as may be required by law.


 


(10)                            Denominations,
Transfer, Exchange.  The Notes are
in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.


 


A-8

















 


(11)                            Persons
Deemed Owners.  The registered
Holder of a Note may be treated as its owner for all purposes.


 


(12)                            Amendment,
Supplement and Waiver.  Subject to
certain exceptions, the Indenture and the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture and the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act or to allow any Guarantor to
execute a supplemental indenture and/or a Guarantee with respect to the Notes.


 


(13)                            Defaults
and Remedies.  Events of Default
include:  (i) default for 30 days in the
payment when due of interest or Additional Interest, if any, on the Notes; (ii)
default in payment when due of principal, Redemption Price or Purchase Price of
the Notes when the same becomes due and payable at maturity, upon redemption,
repurchase or otherwise (including the failure to make a payment to purchase
Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);
(iii) failure by the Company to comply with any covenant contained in the
Indenture for 30 days after notice to the Company by the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Notes outstanding;
(iv) default under certain other agreements relating to Indebtedness of the
Company which default (a) is caused by a failure to pay any amount due at the
final stated maturity thereof or (b) results in the acceleration of such
Indebtedness prior to its express final stated maturity and, in each case, the
principal amount of such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a default for failure to
pay principal at final stated maturity or the final stated maturity of which
has been so accelerated, aggregates $10.0 million or more and such failure
shall not have been cured or waived within 20 days thereof; (v) certain final
judgments of the Company or any Significant Subsidiary for the payment of money
that remain undischarged for a period of 60 days, provided that the
aggregate of all such undischarged judgments exceeds $10.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary of the Company. 
If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.  Upon any such declaration, the entire principal
amount of, and accrued and unpaid interest and Additional Interest, if any, on
the Notes shall become immediately due and payable.  Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency with respect to the
Company, all outstanding Notes will become due and payable without further
action or notice.  Holders may not
enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct


 


A-9

















 


the Trustee in its
exercise of any trust or power.  The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to payment
on any Note) if it determines that withholding notice is in their
interest.  The Holders of a majority in
principal amount of the Notes may waive any existing or past Default or Event
of Default under the Indenture, and its consequences, except a default in the
payment of the principal of, or interest on any Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


 


(14)                            Trustee
Dealings with Company. 
Subject to certain limitations, the Trustee under the Indenture, in its
individual or any other capacity, may become owner or pledgee of Notes and may
otherwise deal with the Company or its Affiliates as if it were not Trustee.


 


(15)                            No
Recourse Against Others.  No past,
present or future director, officer, employee, incorporator or stockholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


(16)                            Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


(17)                            Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(18)                            Discharge
Prior to Maturity.  If the Company
deposits with the Trustee or Paying Agent cash or U.S. Government Obligations
sufficient to pay the principal or Redemption Price of, and interest and
Additional Interest, if any, on, the Notes to maturity or a specified
Redemption Date and satisfies certain conditions specified in the Indenture,
the Company will be discharged from the Indenture, except for certain Sections
thereof.


 


(19)                            Governing
Law.  The Indenture and the
Guarantees and this Note shall be governed by and construed in accordance with
the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.  Each of the Company and each Guarantor hereby irrevocably submits
to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts.  Each of the Company and each Guarantor
irrevocably waives, to the fullest extent that it may effectively do so under
applicable law, trial by jury and any objection which it may now or


 


A-10

















 


hereafter have to the
laying of the venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the Trustee or any
Holder of the Notes to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Company or any
Guarantor in any other jurisdiction.


 


(20)                            CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as
to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be placed
only on the other identification numbers placed thereon.


 


(21)                            Registration
Rights.  Pursuant to the
Registration Rights Agreement, the Company will be obligated upon the
occurrence of certain events to consummate an exchange offer pursuant to which
the Holder of this Note shall have the right to exchange this Series A Note for
the Company’s 113⁄4% Senior Notes due 2012, Series B, which have been registered
under the Securities Act, in like principal amount and having terms identical
in all material respects as the Series A Notes.  The Holders shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the
Indenture.  Request may be made to:


 


Lazy Days’ R.V. Center,
Inc.

6130 Lazy Days Boulevard

Seffner, Florida 33584-2968

Attention:  John Horton

Fax:  (813) 626-4451


 


A-11

















 


GUARANTEE


 


For value received, the
undersigned hereby unconditionally guarantees, as principal obligor and not
only as a surety, to the Holder of this Note the cash payments in United States
dollars of principal of, premium, if any, and interest on this Note (and
including Additional Interest payable thereon) in the amounts and at the times
when due and interest on the overdue principal, premium, if any, and interest,
if any, of this Note, if lawful, and the payment or performance of all other
Obligations of the Company under the Indenture (as defined below) or the Note,
to the Holder of this Note and the Trustee, all in accordance with and subject
to the terms and limitations of this Note, the Indenture and this Guarantee.  This Guarantee will become effective in
accordance with the Indenture and its terms shall be evidenced therein.  The validity and enforceability of this
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.  Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the
Indenture dated as of May 14, 2004, between Lazy Days’ R.V. Center, Inc., a
Florida corporation, as issuer (the “Company”) and The Bank of New York, as
trustee (the “Trustee”) (as amended or supplemented, the “Indenture”).


 


THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  Each Guarantor hereby agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Guarantee.


 


This Guarantee is subject
to release upon the terms set forth in the Indenture.


 


 


	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-12

















 


ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 


(I) or (we) assign and
transfer this Note to


 


	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type
  assignee’s name address and zip code)

  



 


and irrevocably
appoint                                                                                                                                                   agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
   

  	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your
  name appears on the

  face of this Note)

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  	
  (Participant in
  recognized signature guarantee medallion program)

  
								



 


A-13

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to elect to
have all or any portion of this Note purchased by the Company pursuant to
Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change
of Control Offer”) of the Indenture, check the applicable boxes


 


	
   

  	
  o

  	
  Net Proceeds Offer:

  	
  o

  	
  Change of Control
  Offer:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in whole

  	
  o

  	
   

  	
  in whole

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in part

  	
  o

  	
   

  	
  in part

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be

  	
  Amount to be

  
	
   

  	
   

  	
  purchased: $

  	
   

  	
   

  	
  purchased: $

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your
  name appears on the other side of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  	
  (Participant in
  recognized signature guarantee medallion program)

  
	
   

  	
   

  
	
   

  	
  Social Security Number
  or

  
	
   

  	
  Taxpayer Identification
  Number:

  	
   

  
																	



 


A-14

















 


Exhibit B


 


FORM OF SERIES B NOTE


 


(Face of Note)


 


LAZY DAYS’ R.V.
CENTER, INC.


 


113⁄4% SENIOR NOTE
DUE 2012


 


[THIS NOTE IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.](3)


 












(3)                                  To
be included only if the Note is issued in global form


 


B-1

















 


LAZY DAYS’ R.V.
CENTER, INC.


 


113⁄4% SENIOR NOTE
DUE 2012


 


	
   

  	
  CUSIP No.

  	
   

  
	
  No.

  	
   

  	
   

  	
  $

  	
   

  
						



 


Interest Payment
Dates:  November 15 and May 15

Record Dates:  November 1 and May 1


 


LAZY DAYS’ R.V. CENTER,
INC., a Florida corporation (the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received promises to pay to
                                                                                                       
or registered assigns, the principal sum of
                                          
Dollars on May 15, 2012.


 


Reference is hereby made
to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as set forth at
this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Note shall not be entitled to any
benefits under the Indenture referred to on the reverse hereof or be valid or
obligatory for any purpose.


 


IN WITNESS WHEREOF, the
Company has caused this Note to be duly executed


 


 


	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
  LAZY DAYS’ R.V. CENTER,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2

















 


This is one of the Notes
referred to

in the within-mentioned Indenture:


 


	
  THE
  BANK OF NEW YORK,

  as Trustee

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


B-3

















 


(Back of Note)


 


113⁄4% Senior Notes
due 2012


 


Capitalized terms used
herein shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.


 


1.                                       Interest.  The Company promises to pay interest on the
principal amount of this Note at the rate of 113⁄4% per annum from May 14, 2004
until maturity.  The Company will pay
interest and Additional Interest semi-annually on November 15 and May 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”).  Interest on the Note will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be November 15,
2004.  The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue payments of the principal, Purchase Price and Redemption Price of
this Note from time to time on demand at the same rate per annum on the Notes
to the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest, if any (without regard to any applicable grace
periods), hereon from time to time on demand at the same rate to the extent
lawful.  Interest will be computed on
the basis of a 360-day year of twelve 30-day months.


 


2.                                       Method
of Payment.  The Company will pay
interest on the Notes (except defaulted interest) and Additional Interest, if
any, to the Persons who are registered Holders of Notes at the close of business
on the November 1 and May 1 next preceding the Interest Payment Date, even
if such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.  Any
such installment of interest or Additional Interest, if any, not punctually
paid or duly provided for shall forthwith cease to be payable to the registered
Holders on such Interest Payment Date, and may be paid to the registered
Holders at the close of business on a special interest payment date to be fixed
by the Trustee for the payment of such defaulted interest, notice whereof shall
be given to the registered Holders not less than 10 days prior to such special
interest payment date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. 
The Notes will be payable as to principal, Redemption Price, Purchase
Price, interest and Additional Interest, if any, at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest and Additional
Interest may be made by check mailed to the Holders at their addresses set
forth in the register of Holders, provided that payment by wire transfer
of immediately available funds will be required with respect to principal,
Redemption Price and Purchase Price of, and interest and Additional Interest
(if any)


 


B-4

















 


on, all Global Notes and
all other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. 
Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.


 


3.                                       Paying
Agent and Registrar.  Initially, The
Bank of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company may act in any such capacity.


 


4.                                       Indenture
and Guarantees.  The Company issued
the Notes under an Indenture dated as of May 14, 2004 (as in effect from time
to time, the “Indenture”) between the Company and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms.  The Notes are general obligations of the
Company.


 


5.                                       Optional
Redemption.  The Company may redeem
the Notes at any time at its option, in whole or in part, upon not less than 30
nor more than 60 days’ notice.  To
redeem the Notes prior to May 15, 2008, the Company must pay a redemption price
equal to the greater of:


 


(a)                                  101%
of the principal amount of the Notes to be redeemed; and


 


(b)                                 the
sum of the present values of (1) the redemption price of the Notes at May 15,
2008 (as set forth below) and (2) the remaining scheduled payments of interest
from the redemption date to May 15, 2008, but excluding accrued and unpaid
interest, if any, to the redemption date, discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months), at the Treasury Rate (determined on the second business day
immediately preceding the date of redemption) plus 50 basis points,


 


plus, in either case,
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date).


 


Beginning on May 15,
2008, the Company may redeem the Notes its option, in whole or in part, upon
not less than 30 nor more than 60 days’ notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed
during the twelve-month period commencing on May 15 of the year set forth
below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  105.875

  	
  %

  
	
  2009

  	
   

  	
  102.938

  	
  %

  
	
  2010
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


B-5

















 


In addition, the Company
must pay accrued and unpaid interest on the Notes redeemed.


 


(6)                                  Optional
Redemption upon Equity Offerings. 
At any time, or from time to time, on or prior to May 15, 2007, the
Company may, at its option, use the net cash proceeds of one or more Equity
Offerings (as defined below) to redeem up to 35% of the principal amount of the
Notes issued under the Indenture at a redemption price of 111.75% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of redemption; provided that


 


(a)                                  at
least 65% of the principal amount of Notes issued under the Indenture remains
outstanding immediately after any such redemption; and


 


(b)                                 the
Company makes such redemption not more than 90 days after the consummation of
any such Equity Offering.


 


“Equity Offering”
means a private or public offering of Qualified Capital Stock of Holdings (or
any other direct or indirect parent of the Company) or the Company; provided
that, in the event of an Equity Offering by Holdings (or any other direct or
indirect parent of the Company), Holdings (or any other direct or indirect
parent of the Company) contributes to the capital of the Company the portion of
the net cash proceeds of such Equity Offering necessary to pay the aggregate
redemption price (plus accrued interest to the redemption date) of the Notes to
be redeemed pursuant to the preceding paragraph.


 


7.                                       Mandatory
Redemption.  Except as set forth in
Paragraph 9 below with respect to repurchases of Notes in certain events, the
Company shall not be required to make mandatory redemption payments with
respect to the Notes.


 


8.                                       Notice
of Redemption.  Subject to the
provisions of the Indenture, a notice of redemption will be mailed at least 30
days but not more than 60 days (or in the case of a Change of Control Offer, at
least 30 days but not more than 45 days, or in the case of a Net Proceeds
Offer, within 30 days) before the applicable redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of
the Notes held by a Holder are to be redeemed. 
On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.


 


9.                                       Repurchase
at Option of Holder.


 


(a)                                  If
there is a Change of Control, the Company shall be required to make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of each Holder’s Notes at a Purchase Price
equal to 101% of the principal amount thereof plus accrued and unpaid
interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture.  Within 30 days following any Change of
Control, the Company shall send, by first class mail, a notice


 


B-6

















 


to each Holder setting
forth the procedures governing the Change of Control Offer as required by the
Indenture.


 


(b)                                 On
the 361st day after an Asset Sale or such earlier date, if any, as the Board of
Directors of the Company or of such Restricted Subsidiary determines not to
apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses
(3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the
Indenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate
amount of Net Cash Proceeds which have not been applied on or before such Net
Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c)
of paragraph (A) of Section 4.10 of the Indenture (each, a “Net
Proceeds Offer Amount”) shall be applied by the Company or such Restricted
Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a
date not less than 30 nor more than 60 days following the applicable Net
Proceeds Offer Trigger Date, the maximum principal amount of Notes and other
Indebtedness of the Company and the Guarantors that ranks pari  passu
in right of payment with the Notes or the Guarantees, as the case may be (to
the extent required by the instrument governing such other Indebtedness), that
may be purchased out of the Net Proceeds Offer Amount (an “Offer”).  Any Notes and other Indebtedness to be
purchased pursuant to an Offer shall be purchased pro  rata based
on the aggregate principal amount of Notes and such other Indebtedness
outstanding and all Notes shall be purchased at an offer price in cash in an
amount equal to 100% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase.  Each
Net Proceeds Offer will be mailed to the record Holders as shown on the
register of Holders within 25 days following the Net Proceeds Offer Trigger Date,
with a copy to the Trustee, and shall comply with the procedures set forth in
the Indenture.  Upon receiving notice of
the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in
part in integral multiples of $1,000 in exchange for cash.  To the extent Holders properly tender Notes
in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering
Holders will be purchased on a pro  rata basis (based on amounts
tendered).  A Net Proceeds Offer shall
remain open for a period of 20 Business Days or such longer period as may be
required by law.


 


10.                                 Denominations,
Transfer, Exchange.  The Notes are
in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as provided in the
Indenture.  The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.


 


11.                                 Persons
Deemed Owners.  The registered
Holder of a Note may be treated as its owner for all purposes.


 


B-7

















 


12.                                 Amendment,
Supplement and Waiver.  Subject to
certain exceptions, the Indenture and the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture and the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company’s obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act or to allow any Guarantor to
execute a supplemental indenture with respect to the Notes.


 


13.                                 Defaults
and Remedies.  Events of Default
include:  (i) default for 30 days in the
payment when due of interest or Additional Interest, if any, on the Notes; (ii)
default in payment when due of principal, Redemption Price or Purchase Price of
the Notes when the same becomes due and payable at maturity, upon redemption,
repurchase or otherwise (including the failure to make a payment to purchase
Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);
(iii) failure by the Company to comply with any covenant contained in the
Indenture for 30 days after notice to the Company by the Trustee or the Holders
of at least 25% of the aggregate principal amount of the Notes outstanding;
(iv) default under certain other agreements relating to Indebtedness of the
Company which default (a) is caused by a failure to pay any amount due at the
final stated maturity thereof or (b) results in the acceleration of such
Indebtedness prior to its express final stated maturity and, in each case, the
principal amount of such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a default for failure to
pay principal at final stated maturity or the final stated maturity of which
has been so accelerated, aggregates $10.0 million or more and such failure
shall not have been cured or waived within 20 days thereof; (v) certain final
judgments of the Company or any Significant Subsidiary for the payment of money
that remain undischarged for a period of 60 days, provided that the
aggregate of all such undischarged judgments exceeds $10.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary of the Company. 
If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.  Upon any such declaration, the entire
principal amount of, and accrued and unpaid interest and Additional Interest,
if any, on the Notes shall become immediately due and payable.  Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency
with respect to the Company, all outstanding Notes will become due and payable
without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to payment on any Note) if it determines that
withholding notice is in their


 


B-8

















 


interest.  The Holders of a majority in principal
amount of the Notes may waive any existing or past Default or Event of Default
under the Indenture, and its consequences, except a default in the payment of
the principal of, or interest on any Notes. 
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


14.                                 Trustee
Dealings with Company. 
Subject to certain limitations, the Trustee under the Indenture, in its
individual or any other capacity, may become owner or pledgee of Notes and may
otherwise deal with the Company or its Affiliates as if it were not Trustee.


 


15.                                 No
Recourse Against Others.  No past,
present or future director, officer, employee, incorporator or stockholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for the issuance of the Notes.


 


16.                                 Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


17.                                 Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


18.                                 Discharge
Prior to Maturity.  If the Company
deposits with the Trustee or Paying Agent cash or U.S. Government Obligations
sufficient to pay the principal or Redemption Price of, and interest and
Additional Interest, if any, on, the Notes to maturity or a specified
Redemption Date and satisfies certain conditions specified in the Indenture,
the Company will be discharged from the Indenture, except for certain Sections
thereof.


 


19.                                 Governing
Law.  The Indenture and the
Guarantees and this Note shall be governed by and construed in accordance with
the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.  Each of the Company and each Guarantor hereby irrevocably submits
to the jurisdiction of any New York state court sitting in the Borough of
Manhattan in the City of New York or any Federal court sitting in the Borough
of Manhattan in the City of New York in respect of any suit, action or
proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts.  Each of the Company and each Guarantor
irrevocably waives, to the fullest extent that it may effectively do so under
applicable law, trial by jury and any objection which it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.  Nothing herein shall affect the right of the
Trustee


 


B-9

















 


or any Holder of the
Notes to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against the Company or any Guarantor in
any other jurisdiction.


 


20.                                 CUSIP
Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as
to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the
Indenture.  Request may be made to:


 


Lazy Days’ R.V. Center,
Inc.

6130 Lazy Days Boulevard

Seffner, Florida 33584-2968

Attention:  John Horton

Fax:  (813) 626-4451


 


B-10

















 


GUARANTEE


 


For value received, the
undersigned hereby unconditionally guarantees, as principal obligor and not
only as a surety, to the Holder of this Note the cash payments in United States
dollars of principal of, premium, if any, and interest on this Note (and
including Additional Interest payable thereon) in the amounts and at the times
when due and interest on the overdue principal, premium, if any, and interest,
if any, of this Note, if lawful, and the payment or performance of all other
Obligations of the Company under the Indenture (as defined below) or the Note,
to the Holder of this Note and the Trustee, all in accordance with and subject
to the terms and limitations of this Note, the Indenture and this
Guarantee.  This Guarantee will become
effective in accordance with the Indenture and its terms shall be evidenced
therein.  The validity and
enforceability of this Guarantee shall not be affected by the fact that it is
not affixed to any particular Note. 
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of May 14, 2004, between Lazy Days’
R.V. Center, Inc., a Florida corporation, as issuer (the “Company”) and The
Bank of New York, as trustee (the “Trustee”) (as amended or supplemented, the
“Indenture”).


 


THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  Each Guarantor hereby agrees to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Guarantee.


 


This Guarantee is subject
to release upon the terms set forth in the Indenture.


 


 


	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-11

















 


ASSIGNMENT FORM


To assign this Note, fill
in the form below:


 


(I) or (we) assign and
transfer this Note to


 


	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type
  assignee’s name address and zip code)

  



 


 


and irrevocably
appoint                                                                                                                                                        agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
   

  	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your
  name appears on the

  face of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  	
  (Participant in
  recognized signature guarantee medallion program)

  
								



 


B-12

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you wish to elect to
have all or any portion of this Note purchased by the Company pursuant to
Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change
of Control Offer”) of the Indenture, check the applicable boxes


 


	
   

  	
  o

  	
  Net Proceeds Offer:

  	
  o

  	
  Change of Control
  Offer:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in whole

  	
  o

  	
   

  	
  in whole

  	
  o

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in part

  	
  o

  	
   

  	
  in part

  	
  o

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount to be

  	
  Amount to be

  
	
   

  	
   

  	
  purchased: $

  	
   

  	
   

  	
  purchased: $

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your
  name appears on the other side of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  	
  (Participant in
  recognized signature guarantee medallion program)

  
	
   

  	
   

  
	
   

  	
  Social Security Number
  or

  
	
   

  	
  Taxpayer Identification
  Number:

  	
   

  
															



 


B-13

















 


Exhibit C(1)


 


FORM OF REGULATION S CERTIFICATE


 


                                   ,             


 


The Bank of New York

101 Barclay Street, Floor 21W

New York, New York 10286


 


Attention:  Corporate Trust Trustee Administration


 


Re:                               Lazy
Days’ R.V. Center, Inc. (the “Company”)

113⁄4% Senior Notes due 2012 (the “Notes”)          


 


Dear Sirs:


 


This letter relates to
U.S.$
                          
principal amount at maturity of Notes represented by a certificate (the “Legended
Certificate”) which bears a legend outlining restrictions upon transfer of
such Legended Certificate.  Pursuant to
Section 2.1 of the Indenture (the “Indenture”) dated as of May 14,
2004 relating to the Notes, we hereby certify that we are (or we will hold such
securities on behalf of) a person outside the United States to whom the Notes
could be transferred in accordance with Rule 904 of Regulation S promulgated
under the U.S. Securities Act of 1933, as amended.


 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this letter have
the meanings set forth in Regulation S).


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


C(1)-1

















 


Exhibit C(2)


 


CERTIFICATE TO BE DELIVERED

UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES


 


                                   ,
             


 


The Bank of New York

101 Barclay Street, Floor 21W

New York, New York 10286


 


Attention:  Corporate Trust Trustee Administration


 


Re:                               Lazy
Days’ R.V. Center, Inc. (the “Company”) 

113⁄4% Senior Notes due 2012 (the “Notes”)


 


Dear Sirs:


 


This Certificate relates
to $
                          
principal amount of Notes held in
*         book-entry or *
           certificated form
by 
                                          (the
“Transferor”).


 


The Transferor:*


 


o has requested the Trustee by written order to
deliver in exchange for its beneficial interest in the Global Note held by the
Depositary a Note or Notes in certificated, registered form of authorized
denominations in an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above); or


 


o has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.


 


In connection with such
request and in respect of each such Note, the Transferor does hereby certify
that Transferor is familiar with the Indenture relating to the above captioned
Notes and as provided in Section 2.6 of such Indenture, the transfer of
this Note does not require registration under the Securities Act (as defined
below) because:*


 


o Such Note is being acquired for the
Transferor’s own account, without transfer.


 












*                                         Check
applicable box


 


C(2)-1

















 


o Such Note is being transferred to a
“qualified institutional buyer” (as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”)) in reliance on Rule
144A.


 


o Such Note is being transferred to an
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) in accordance with Regulation D under the Securities Act.


 


o Such Note is being transferred pursuant to an
exemption from registration in accordance with Regulation S under the
Securities Act.


 


o Such Note is being transferred in accordance
with Rule 144 under the Securities Act, or pursuant to an effective
registration statement under the Securities Act.


 


o Such Note is being transferred in reliance on
and in compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities
Act.  An Opinion of Counsel to the
effect that such transfer does not require registration under the Securities
Act accompanies this Certificate.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [INSERT
  NAME OF TRANSFEROR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


C(2)-2

















 


Exhibit D


 


FORM OF CERTIFICATE TO BE

DELIVERED IN CONNECTION WITH

TRANSFERS TO NON-QIB ACCREDITED INVESTORS


 


                                         ,             


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, New York 10286


 


Attention:  Corporate Trust Trustee Administration


 


Re:                               Lazy
Days’ R.V. Center, Inc. (the “Company”)

113⁄4% Senior Notes due 2012 (the “Notes”)          


 


Dear Sirs:


 


In connection with our
proposed purchase of 113⁄4% Senior Notes due 2012 (the “Notes”) of the
Company, we confirm that:


 


We understand that any
subsequent transfer of the Notes is subject to certain restrictions and
conditions set forth in the Indenture dated as of May 14, 2004 relating to the
Notes (the “Indenture”) and the undersigned agrees to be bound by, and
not to resell, pledge or otherwise transfer the Notes except in compliance with
such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 


We understand that the
Notes have not been registered under the Securities Act or any other applicable
securities law, and that the Notes may not be offered, sold or otherwise
transferred except as permitted in the following sentence.  We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should
offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Notes
within two years after the original issuance of the Notes, we will do so only
(A) to the Company or any Subsidiary thereof, (B) inside the United States to a
“qualified institutional buyer” in compliance with Rule 144A under the
Securities Act, (C) inside the United States to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes to you a
signed letter substantially in the form of this letter, (D) outside the United
States to a foreign person in compliance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available), (F) in accordance with
another exemption from the registration requirements of the Securities Act, or
(G) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing any of the Notes from
us a notice advising such purchaser that resales of the Notes are restricted as
stated herein and in the Indenture.


 


D-1

















 


We understand that, on
any proposed transfer of any Notes prior to the later of the original issue
date of the Notes and the last date the Notes were held by an affiliate of the
Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required
to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the
proposed transfer complies with the foregoing restrictions.  We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.


 


We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
acquiring the Notes for investment purposes and not with a view to, or offer of
sale in connection with, any distribution in violation of the Securities Act,
and we are each able to bear the economic risk of our or its investment.


 


We are acquiring the
Notes purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we
exercise sole investment discretion.


 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  (Name of Transferee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


D-2

















 


Exhibit E


 


FORM OF CERTIFICATE TO BE DELIVERED

IN CONNECTION WITH TRANSFERS

PURSUANT TO REGULATION S


 


                                    ,
            


 


The Bank of New York

Attention:  Corporate Trust Trustee
Administration

101 Barclay Street, Floor 8W

New York, New York 10286


 


Re:                               Lazy
Days’ R.V. Center, Inc. (the “Company”)

113⁄4% Senior Notes due 2012 (the “Notes”)          


 


Dear Sirs:


 


In connection with our
proposed sale of
$                  
aggregate principal amount at maturity of the Notes, we confirm that such sale
has been effected pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended, and, accordingly, we represent that:


 


(1)                                  the
offer of the Notes was not made to a person in the United States;


 


(2)                                  at
the time the buy order was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States;


 


(3)                                  no
directed selling efforts have been made by us in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
S, as applicable; and


 


(4)                                  the
transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933.


 


E-1

















 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.  Terms used in this letter have
the meanings set forth in Regulation S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


E-2